Document-Id: 917000, Please cite as: "http://www.trans-lex.org/917000"

Principle

No. III.2 - Assignment of claim

(a) The creditor (assignor) may assign his claim by contract to the assignee. An assignment is not subject to any form requirements. The assignment is valid irrespective of whether the debtor has been notified of the assignment. 

(b) A claim for the payment of a sum of money may be assigned in part. A claim for a non-monetary performance may be assigned in part only if the debtor consents to the assignment; or the claim is divisible and the assignment does not render performance significantly more burdensome for the debtor.

(c) An assignment is invalid if the assigned claim does not exist. A future claim may be the subject of an assignment but the transfer of the claim depends on its coming into existence and being identifiable as the claim to which the assignment relates.

(d) In a b2b-context, a contractual prohibition of, or restriction on, the assignment of a claim, agreed upon by the parties to the contract out of which the claim arises, does not affect the assignability of that claim.

(e) A claim is not assignable, if the parties intended that the promissee alone should be entitled thereto. Such an intention is presumed if the nature of the transaction involves personal confidence between the parties, or is otherwise such that personal consideration is of the essence of the contract. 

(f) An accessory right securing payment of the assigned claim is transferred to the assignee without a new act of transfer notwithstanding any agreement between the assignor and the debtor or other party granting that right, limiting in any way the assignor’s right to assign the receivable or the right securing payment of the assigned claim. If a non-accessory right is, under the law governing it, transferable only with a new act of transfer, the assignor is obliged to transfer such right and any proceeds thereof to the assignee.

(g) As soon as the assignment becomes effective the assignor ceases to be the creditor and the assignee becomes the creditor in relation to the claim assigned.

(h) The debtor may put forward against the assignee any defences which at the date the assignment becomes effective were available to him against the assignor.

CommentaryReferencesContract ClausesDiscussion

Commentary

1 Assignment means the transfer of a claim for payment or for other kinds of performance by agreement between the old (assignor) and the new (assignee) creditor. The assignment is effective irrespective of whether the obligor is notified of the assignment.

2 For the assignment to become effective, the claim to be assigned must exist. This is a consequence of the Principle that no one may transfer more rights than he actually has.

3 A non-assignment clause concluded between the obligor and the assignor does not prevent the assignment from becoming effective but may make the assignor liable for breach of contract vis-à-vis the obligor.

4 Because the assignment become effective even if the obligor is not notified of the assignment (see para. 1), the latter may not be put in a disadvantage by the assignment. His legal position existing at the moment the assignment becomes effective must be preserved. The obligor may therefore put forward against the assignee any defences that were available to him against the assignor, including a right to set-off.


Please cite as: "Commentary to Trans-Lex Principle , http://www.trans-lex.org/917000"
 

References

 

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Arbitral AwardsDoctrineInternational LegislationModel LawsNational LegislationPrinciples / Restatements

Arbitral Awards

ICC Award No. 7331, Clunet 1995, at 1001 et seq. 

Doctrine

Beale, H. G.; Chitty, Joseph et al., Chitty on Contracts, Vol. 1, London 2004.Farnsworth, Allan, Contracts, 2nd ed., Boston, Toronto, London 1990Hadding, Walther, Schneider, Uwe H. (ed.), Die Forderungsabtretung, insbesondere zur Kreditsicherung, in der Bundesrepublik Deutschland und in ausländischen Rechtsordnungen, 2nd ed., Berlin 1999Hascher, Dominique, note to ICC Award No. 7331, Clunet 1995, at 1006 et seq.Jenks, Edward et al., A Digest of English Civil Law, London, Sydney, Calcutta, Winnipeg, Wellington 1921.Schumann, Keyword "Abtretung", in: Schlegelberger (ed.), Rechtsvergleichendes Handwörterbuch, Bd. II, Berlin 1929, at 34 et seq 

International Legislation

UNIDROIT Convention on International Factoring (Ottawa, 28 May 1988).United Nations Convention on the Assignment of Receivables in International Trade 

Model Laws

A Contract Code: Drawn up on Behalf of the English Law CommissionDraft Common Frame of Reference (EU) - DCFR (2008) 

National Legislation

Allgemeines Bürgerliches Gesetzbuch - Austrian Civil CodeBürgerliches Gesetzbuch - German Civil CodeBelgian Civil CodeCivil Code QuébecContract Law of the People's Republic of ChinaCzechoslovak International Trade CodeFrench Code CivilGIW GDRItalian Codice CivileJapanese Civil CodeRussian Civil CodeSchweizer Obligationenrecht - Swiss Law of ObligationsSpanish Código CivilSpanish Código de Comercio aus Löber/Peuster/Reichmann 

Principles / Restatements

Draft Common Frame of Reference (DCFR) - Outline Edition (2009)
Principles of European Contract Law - PECLUNIDROIT Principles of International Commercial Contracts 

Contract Clauses

 

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1. Clause Prohibiting Assignment & Allowing It Only With ConsentSales & Purchase ContractServices ContractConstruction & O&M ContractAccession AgreementNon-Disclosure AgreementLoan ContractArbitration AgreementAsset Management AgreementMerger AgreementPledge AgreementJoint Venture2. Assignment without prior consent of partiesSales & Purchase ContractServices ContractLoan ContractBankruptcy AgreementMerger AgreementPledge Agreement3. Assignment of Claim by ContractNovation Agreement
1. Clause Prohibiting Assignment & Allowing It Only With ConsentSales & Purchase ContractTransfer of Contract
Neither party may, unless upon written consent of the other party, transfer all or part of rights or obligations to the third party
Term of Agreement
Customer may not assign, rent, transfer, or sell any of it rights under this temporary Software license without the prior written consent of X (...) Customer may not assign its rights nor delegate its obligations under this Agreement unless X's written consent is obtained prior thereto and any such assignment or delegation without such consent shall be void
Assignment
The benefits and responsibilities of this Contract shall be binding upon the respective successors and assigns of the parties hereto, but neither party may assign any portion of this contract to a separate legal entity without the prior written consent of the other party - International Contracting: Law and Practice - Larry A. DiMatteo - §2.05 B - S. 28
Purchase Order for Customized Goods
Any assignment of Seller's Contrct rights or delegation of Seller's duties shall be void, unless prior written consent is given by the Purchaser. Seller shall be responsible for all works or goods performed/supplied by sub-contractors under this Contract - International Contracting: Law and Practice – Larry A. DiMatteo – §6.05 A – S. 203
Restriction on Transfer
To accomplish the purposes of this Agreement and the Voting Trust Agreement, any transfer, sale, assignment, hypothecation, encumbrance, or alienation, regardless of the manner, circumstances, timing, or nature or such transfer, whether intervivos or at death (collectively, "Transfer"), of any Certificate(s) is void and transfers no right, title, or interest in or to those shares to the purported transferee, buyer, assignee, pledgee, or encumbrance holder, except as specifically provided herein.
1997
Non-Assignability
The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of Buyer (...)
1998
Transfer or Assignment
This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective Parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this contract, in whole or in part, will be made without the prior written consent of the non-assigning party, which consent will not be unreasonably withhold or delayed; provided, however, either Party may transfer its interest to any parent or affiliate by assignment, merger or otherwise without the prior approval of the other Party. Upon any transfer and assumption, the transferor shall not be relieved of or discharged from any obligations hereunder unless such assumption is made in the transfer/assumption agreement.
2000
Miscellaneous
None of the Parties is entitled to transfer its rights and obligations under the present Contract to the third Party without the other Party's previous written consent (such consent shall not be unreasonably withheld or delayed) (...)
2002
Home Office Payment
(...) The rights and obligations of the Issuer, the Lessee and the Purchaser under this Paragraph X shall not be assignable upon any partial transfer of the Bonds.
2002
Merger, Transfer and Assignment
X shall not assign its rights or delegate its obligations under this Agreement except as provided in Section X.
2002
Assignment
Without the prior written consent of the other Parties to this Agreement, no Party shall be entitled to assign any rights or claims under this Agreement, provided, however, that the Purchaser shall be entitled to transfer any rights or obligations under this Agreement and the entire Agreement to an entity which is directly or indirectly controlled by an entity directly or indirectly controlling the Purchaser or to any provider of debt finance for the purpose of security (being debt finance provided for the purposes of this Agreement)
2004
Binding Effect
(...) Merchant shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Company which consent may be withheld in the Company's sole discretion (...)
2004
Successors and Assigns
The terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Buyer may not assign its rights under this Agreement without first obtaining Seller's written approval, which approval may be given or withheld in Seller's sole and absolute discretion. No assignment shall release or otherwise relieve Buyer from any obligations hereunder.
2004
Binding Effect
This Bond Purchase Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, except that no party hereto may assign any of its rights or obligations hereunder without the consent of the other parties.
2005
Assignment
X shall have the right to assign its rights and obligations under this Agreement to any entity owning or acquiring all or substantially all of its stock or assets unless such assignment would materially diminish or otherwise materially adversely affect Y’s rights under the Agreement.
2006
Transfer of Contract
Neither party may, unless upon written consent of the other party, transfer all or part of rights or obligations to the third party.
2007
Assignment
The Contract shall extend to and be binding upon the successors and assigns of the Parties, but neither this Contract nor any part, specifically including the right to receive payment, shall be assigned or transferred by either Party or by law without the prior written consent of the other Party which shall not be unreasonably withheld, and any assignment or transfer made by either Party without the other Party's written consent need not be recognized by and shall not be binding upon the other Party.
2007
Assignment
Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be assigned or delegated by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any such assignment or delegation without such prior written consent shall be null and void (...)
2009
Succession and Assignment; No Third-Party Beneficiary
This Agreement and the rights of the Parties hereunder may not be assigned by operation of law or otherwise (...)
2009
Non-Assignability
If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) ("Non-Assignable Assets"), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained (...)
2009
Assignment; Delegation
This Agreement and the performance of any duties hereunder may not be assigned, transferred, delegated (except as set forth below), sold or otherwise disposed of by a party other than with the prior written consent of the other party. Notwithstanding the foregoing, either party may delegate its performance to, or exercise its rights through, one or more Affiliates and may subcontract performance of its obligations hereunder in accordance with its practices prior to the Letter Agreement Effective Date or as otherwise expressly permitted herein; provided that in the event of any such delegation, exercise or subcontract, each party will remain liable and fully responsible for its Affiliates' and subcontractors' performance of and compliance with such party's applicable obligations and duties under this Agreement. Any assignment, transfer, delegation, sale or other disposition in violation of this Section X will be null and void.
2009
Binding Effect; Assignment
No assignment of this Agreement or of any rights or obligations hereunder may be made by any of the parties, directly or indirectly (by operation of law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void (...). No assignment of any obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to the assigning party shall also apply to any such assignee unless the context otherwise requires.
2010
Assignment
Without the written consent of the other Party, no Party shall be entitled to assign any rights or claims under this Agreement to any third party (...)
2010
Assignment
(...) Seller hereby consents to the assignment of any claims of Purchaser under this Agreement to any banks or other lenders as collateral for any debt incurred by Purchaser or any Affiliate of Purchaser in connection with the financing of the Purchase Price or any other obligations of Purchaser under this Agreement.
2010
Assignment
This Agreement will bind and inure to the benefit of each Party's permitted successors and assigns. Neither party may assign this Agreement, in whole or in part, without the other Party's prior written consent, which consent shall not be unreasonably withheld or delayed (...)
2010
Assignment
Any Y Noteholder may at any time sell or assign all or any part of its rights and obligations under this Agreement and the Y Notes, with the prior written consent of X (such consent not to be unreasonably withheld or delayed), to one or more financial institutions or other entities (an "Acquiring Note Purchaser") pursuant to an assignment and assumption agreement, substantially in the form of Exhibit B (the "Assignment and Assumption Agreement"), executed by such Acquiring Note Purchaser, such assigning Y Noteholder and X; provided that the consent of X to such sale shall not be required if such Acquiring Note Purchaser is an Affiliate of Z and the assigning Y Noteholder promptly provides notice of such assignment to X and the Administrator.
2010

Neither Party may assign, sell, transfer or otherwise convey, pledge or encumber any of its rights, obligations or interests under this Agreement without the prior written consent of the Party.
2011
Assignment; Binding Effect; Severability
This Agreement may not be assigned by any party hereto without the other party's written consent (...)
2011
Assignment
Neither this Agreement nor any interest hereunder will be assignable in part or in whole by either party without the prior written consent of the non-assigning party, which consent will not be unreasonably withheld, conditioned or delayed.
2011
Transferability
Unless otherwise permitted pursuant to Clause X, the Buyer's rights under this Clause Y may not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller's prior written consent, which will not be unreasonably withheld. Any transfer in violation of this Clause Y will, as to the particular Aircraft involved, void the rights and warranties of the Buyer under this Clause X and any and all other warranties that might arise under or be implied in law.
2011
Assignments
Except as hereinafter provided, neither party may sell, assign, novate or transfer its rights or obligations under this Agreement to any person without the prior written consent of the other, except that either party may sell, assign or transfer its rights or obligations under this Agreement to any of its Affiliate without the other party's consent, provided that the assigning party will remain ultimately responsible for fulfillment of all obligations undertaken by such party in this Agreement.
2011
Assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the Parties, and each of their respective successors and permitted assigns.
2012
Assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the Parties, and each of their respective successors and permitted assigns.
2012
Assignment
This Agreement shall inure to the benefit of and be binding upon and enforceable by the parties and their successors and permitted assigns. However, neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, except that X may assign its right to purchase the New Shares to one of its Subsidiaries in accordance with Section X but no such assignment shall relieve X of its obligations hereunder without the prior written consent of the Company.
2012
Assignment; Benefit
This Letter Agreement and the rights and obligations hereunder shall not be assignable or transferable by either party (including by operation of law in connection with a merger or consolidation of such party) without the prior written consent of the other party hereto. Any attempted assignment in violation of this Section X shall be void. This Letter Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder .
2013
Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that this Agreement (and any of the rights, interests or obligations of any party hereunder) may not be assigned by any party without the prior written consent of the other parties hereto (such consent not to be unreasonably withheld) except as set forth in Section X). Any purported assignment of a party's rights under this Agreement in violation of the preceding sentence shall be null and void.
2013
 Services ContractMiscellaneous
Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other (...) – International Contracting: Law and Practice – Larry A. DiMatteo – §8.06 – S. 286
Transfer by Distributor
Distributor understands and acknowledges that the rights and duties set forth in this Agreement are personal to Distributor, and that Company has granted this Agreement in reliance on Distributor´s business, skill, financial capacity and the personal character of its principals. Accordingly, Distributor agrees that Company´s prior written consent shall be a necessary condition precedent to the sale, assignment, transfer, delegation, conveyance, pledge, mortgage, encumbrance, hypothecation or other disposition of any direct or indirect interest or rights in this Agreement - (International Contracting: Law and Practice – Larry A. DiMatteo – §9.02 – S. 326)
Assignability and Sublicensing
This License Agreement is personal to the licensee. The licensee shall not sublicense, franchise, assign or delegate to third parties any of the rights acquired hereunder. Neither this License Agreement nor any of the rights hereunder shall be sold, transferred or assigned by the licensee - (International Contracting: Law and Practice – Larry A. DiMatteo – §10.18 – S. 364)

(...) This Agreement may not be assigned by either party without the prior written consent of the other party
2002
Assignment
This Agreement may not be assigned by either party without the prior written consent of the other, except that X may assign the Agreement to its parent, any subsidiary or affiliate of X, or any successor in interest of X, without the consent of Y. Prior to retaining subcontractors to provide fulfillment, enrollment, authorization or records collection or maintenance for the Product or Services, Y will obtain the X's prior written consent authorizing the use of any such subcontractors. Each party will remain fully liable for its performance under this Agreement and actions of its subcontractors
2002
Access
The rights and liabilities of this Agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors and assigns. Neither party shall have the right to sell, transfer, assign, sublicense, or subcontract any right or obligation hereunder without first obtaining prior written consent from the other party
2005
Successors and Assigns
Except as expressly provided herein, the rights and obligations hereunder may not be assigned or delegated by any Party without the prior written consent of the other Party. Any purported assignment, sale, transfer, delegation or other disposition of such rights or obligations by a Party, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns
2005
Assignment
Except to the extent provided by the foregoing, neither this Agreement nor any of the rights, interests or obligations of either party shall be assigned or delegated without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement to a successor in interest upon a change of control, merger, reorganization, or sale of all or substantially all of the assets of the assigning party. Any unauthorized assignment or delegation shall be null and void ab initio. All of the terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto.
2005
Assignment
The rights and liabilities of this Agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors and assigns. Neither party shall have the right to sell, transfer, assign, sublicense, or subcontract any right or obligation hereunder without first obtaining prior written consent from the other party
2006
Miscellaneous
Neither Party shall assign any right or Interest under this Agreement (other than the right to receive payments) nor delegate or assign any obligation to be performed under this Agreement, nor assign the entire Agreement without the other Party's prior written consent. Any attempt to assign any right, interest or obligation of this Agreement without such consent shall be void
2006
Binding Effect; Assignment
(...) Except as otherwise expressly provided in this Agreement, neither Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; provided that either Party may assign this Agreement to a successor entity in conjunction with such Party's reincorporation in another jurisdiction or into another business form
2007
Assignments
This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the Borrower, the Equity Contributor, the Collateral Agent, the Loan Servicer and the Credit Parties; provided, however, that neither the Borrower nor the Equity Contributor may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each of X and Y. The Collateral Agent may not assign or transfer any of its rights or obligations hereunder except as permitted pursuant to the Common Agreement. Any other Credit Party may assign or transfer its rights hereunder in connection with an assignment or transfer of all or any part of its interest in Secured Obligations owed to it in accordance with the provisions of the Common Agreement. Any attempted assignment in contravention of this Section {X} shall be null and void.
2009
Commitment and Terms
Party B undertakes that during the period of bilateral cooperation, it will not transfer its rights and duties in this agreement to any third party.
2009
Assignment; Binding Effect
The Parties may not assign any of their respective rights under this Agreement in whole or in part without the prior written consent of the other Party, which consent may be withheld in the sole discretion of such other Party. This Agreement is binding upon and inures to the benefit of the Parties and their successors and permitted assigns
2010
Limitations on Duties of the Collateral Agent
The Collateral Agent shall have no authority to grant, convey or assign the Certificates of Title or change the notation of a security interest thereon or deal with the Certificates of Title in any way except as expressly provided herein.
2010
Binding Effect
(...) The parties hereto may not assign either this Agreement or any of their respective rights, interests or obligations hereunder (...)
2010
 Construction & O&M ContractAssignment
Neither party shall assign its rights or delegate its duties hereunder without the prior written consent of the other, except to a third party pursuant to a merger, sale of all or substantially all assets, or other corporate reorganization. Any attempted assignment or delegation in contravention of this Article {X} shall be void and of no effect
Assignement and Security
Neither Party may assign and transfer its rights or obligations under or pursuant to the Implementation Agreement without the prior consent of the other Party and the Lenders; provided, however, that for the purpose of financing the construction, insurance, operation and maintenance of the Facility, {X} may assign or create security over its rights and interests (...)
Termination for Contractor´s Default
The Purchaser may terminate the Contract in whole or in part, without prejudice to Purchaser's any other rights or remedies (...) if the Contractor shall assign or transfer the Contract or any right, without the consent in writing of the Purchaser
1997
Assignment and Subcontracting
The Contractor shall not assign to any third party the Contract or any part thereof or any right, benefit, obligation or interest therein or thereunder without prior written approval by the Purchaser
1997
 Accession AgreementBinding Effect
(...) Merchant shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Company which consent may be withheld in the Company's sole discretion (...)
2004
Assignment and Transfer
The Parties hereby acknowledge and agree that no party shall have any right to assign, transfer or dispose of the benefit (or any part thereof) or the burden (or any part thereof) of this Agreement without the prior written consent of the other parties
2008
 Non-Disclosure Agreement
This Agreement shall benefit and be binding upon the Parties hereto and shall not be sold, assigned, or otherwise transferred
 Loan ContractSuccessors and Assigns
The Borrower shall not assign or delegate any of its rights or duties hereunder without the prior written consent of the Lender and any attempted assignment without such consent shall be null and void.
2008
Successors and Assigns
The provisions contained herein shall be binding upon, and inure to the benefit of, the heirs and successors of the parties hereto. This Note may not be assigned by either party without the prior written consent of the other party, which consent shall not be reasonably withheld.
2010
Securities Law Compliance; Legend.
This Note and any interest herein may not be transferred, pledged or hypothecated by the holder hereof without the prior written consent of Parent; provided, however, that after the Maturity Date, if the Note is not satisfied by the issuance of the Note Satisfaction Shares, this Note shall not require such prior written consent of Parent for transfer (...)
2010
Assignment and Successors
This Note will be binding on and inure to the benefit of Parent and the Stockholder Representative and their respective successors and assigns; provided, however, that (i) Parent may not assign this Note in whole or part without the prior written consent of the Stockholder Representative and (ii) the Stockholder Representative may not assign this Note in whole or part on or prior to the Maturity Date without the prior written consent of Parent; provided, further, however, that this clause (ii) will not prevent any successor Stockholder Representative duly appointed and serving in such capacity pursuant to Section X of the Merger Agreement from succeeding as the holder of this Note in accordance with Section X hereof.
2010
Successors and Assigns
This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank's prior written consent (which may be granted or withheld in Bank's discretion) (...)
2011
Successors and Assigns
All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that neither the Parent Guarantor nor the Borrower may assign or transfer any of its rights or obligations under this Agreement without the consent of all Lenders.
2011
Transferability
This Note shall not be transferred, pledged, hypothecated, or assigned by either party without the written consent of the other party, which consent may be withheld in the other party's sole discretion. Notwithstanding the above, Payor may assign or transfer this Note to its parent company or to another wholly-owned subsidiary of Payor or its parent company, and Payor will notify Holder of any such transfer, pledge, hypothecation or assignment within five (5) business days thereof.
2011
Successors and Assigns
This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Bank's prior written consent (which may be granted or withheld in Bank's discretion) (...)
2012
Successors and Assigns
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) (...)
2012
Successors and Assigns
All covenants and agreements contained by or on behalf of Borrower shall bind Borrower's successors and assigns and shall inure to the benefit of Lender, its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender.
2012
Miscellaneous
This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign its rights and obligations hereunder (...) the Borrower agrees to execute any documents reasonably requested by the Lender in connection with any such assignment (...)
2013
 Arbitration AgreementAssignment
(...) Any attempted assignment, transfer, conveyance or other disposition (other than as aforesaid) of any interest in the rights of Employee to receive any form of compensation hereunder shall be null and void.
2003
 Asset Management AgreementAssignment
Unless otherwise provided by the Agreement, without the written consent of the other party, a party may assign any of its rights or obligations under the Agreement.
2003
No Assignment
This Agreement may not be assigned by Manager or Consultant without the prior written consent of the other party, except that if this Agreement is assigned by Consultant to X or any subsidiary of the X, and such assignment is consented to by Manager, then the X (or its assignee) may, without prior consent, further assign this Agreement to any of its wholly-owned subsidiaries that is a taxable real estate investment trust subsidiary or if, necessary to satisfy REIT requirements and to maintain its REIT status, any other entity.
2003
Binding Effect; Assignment
(...) No assignment or delegation of this Agreement or of any rights or obligations hereunder may be made by either the Company, Parent or Purchaser (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment or delegation without the required consents shall be void, provided that Purchaser may assign or delegate some or all of its rights or obligations hereunder to one or more Subsidiaries formed by it prior to the Closing. No assignment or delegation of any obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment or delegation, the references in this Agreement to the Company, Parent or Purchaser shall also apply to any such assignee or delegatee unless the context otherwise requires.
2008
 Merger AgreementGoverning Law
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties, and any assignment without such consent shall be null and void; provided, however, that, prior to the Closing, Parent and Merger Sub may assign this Agreement (in whole but not in part) to Parent or any of its direct or indirect wholly owned Subsidiaries after providing written notice thereof to the Company at least five (5) Business Days prior to such assignment and/or to any parties providing the Debt Financing solely for purposes of creating a security interest herein or otherwise assign as collateral in respect of such Debt Financing. No assignment by any Party shall relieve such Party of any of its obligations hereunder. Subject to the immediately preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.
2013
Assignment
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and void (...)
2013
 Pledge AgreementExercise of the Rights of the Pledge
The Pledgor shall not transfer or assign the Pledge without prior written approval from the Pledgee prior to the full settlement and fulfillment of the Secured Obligations.
2010
Benefit of Agreement
The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Agent and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Agent (...)
2012
 Joint VentureAssignment
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each Party hereto. Neither this Agreement nor any right or obligation hereunder may be assigned or delegated by either Party in whole or in part to any other Person, including by operation of law or in connection with any acquisition, merger, or change of control of a Party, without the prior written consent of the nonassigning Party.
2005

In case any party to the joint venture intends to assign all or part of its investment subscribed to a third party, written consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority shall be required. If any Party proposes to transfer all or any part of its interest of the Joint Venture, the Party shall notify the other Party in writing of the terms and conditions of the proposed transfer at least thirty (30) days in advance. If a Party proposes to transfer all or any part of its interest of the Joint Venture to a third party, the other Party shall have a pre-emptive right to purchase such interest. If the other Party does not exercise its pre-emptive right of purchase within ninety (90) days after delivery of such notice, such other Party shall be deemed to have consented to such transfer. Neither Party can sell its ownership to the third Party with terms and conditions better than the offer to the other Party to the Joint Venture.
2006
Assignment
This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each party hereto. Except as otherwise specifically provided in this Agreement, neither this Agreement nor any right or obligation hereunder may be assigned or delegated in whole or in part to any other Person.
2007
No Assignment
No party hereto shall have the right, directly or indirectly, by operation of law or otherwise, to assign, sell, pledge, mortgage, encumber or otherwise transfer all or any portion of its right, title or interest under this Agreement, except to an entity under common Control with such party and upon prior written notice to the other party. Any assignment, sale, pledge, mortgage, encumbrance or other transfer prohibited hereunder shall be null and void.
2008
 2. Assignment without prior consent of partiesSales & Purchase ContractSuccessors; Governing Law
This Bond Purchase Agreement will inure to the benefit of and be binding upon the parties hereto and their successors and assigns (...)
2002

Any Financial Institution of the X Group may at any time and from time to time assign to one or more Persons (Purchasing Financial Institutions) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the Assignment Agreement) executed by such Purchasing Financial Institution and such selling Financial Institution. The consent of X will be required prior to the effectiveness of any such assignment (...)
2003
Binding Effect; Assignment
(...) Buyer may assign its right to purchase Assets or delegate the duty to assume Assumed Liabilities in whole or in part to any Affiliate without the consent of the Company, but without releasing Buyer from any of its obligations hereunder. No assignment of any obligations hereunder shall relieve the parties hereto of any such obligations. Upon any such permitted assignment, the references in this Agreement to the assigning party shall also apply to any such assignee unless the context otherwise requires.
2010
Assignment
(...) X may assign this Agreement in its entirety to Y, provided that (i) such assignment shall not have the effect of causing a reduction in the level of performance of Agreement; and (ii) X guarantees Y's performance under the Agreement (...)
2010
Buyer designee
The Parties agree that Buyer may assign the right to purchase certain of the Purchased Assets to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement. Notwithstanding any such assignment or execution of a Collateral Agreement by a Buyer Designee, Buyer shall remain liable for, and any such assignment or execution shall not relieve Buyer of, its obligations hereunder or thereunder. Any reference to Buyer in this Agreement shall to the extent applicable also be deemed a reference to the applicable Buyer Designee, except where in context of this Agreement such use would not be appropriate.
2011
Assignment; Binding Effect; Severability
This Agreement may not be assigned by any party hereto without the other party's written consent; provided, that Buyer may transfer or assign in whole or in part to one or more Buyer Designee its right to purchase all or a portion of the Purchased Assets, but no such transfer or assignment will relieve Buyer of its obligations hereunder (...)
2011
Assignments on Sale, Merger or Consolidation
The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially all of its assets without the consent of the Seller, provided that: (i) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller, agreeing to assume all of the Buyer's obligations under this Agreement; (ii) at the time, and immediately following the consummation, of the merger, consolidation or sale, no Buyer Termination Event exists or will have occurred and be continuing; and (iii) there exists with respect to the surviving or acquiring entity no basis for a Buyer Termination Event.
2011
 Services ContractTransfer by Company
Company shall have the right to transfer, assign or delegate, all or any part of its rights or obligations under this Agreement to any subsidiary, affiliate or successor or assign - (International Contracting: Law and Practice – Larry A. DiMatteo – §9.02 – S. 326)

X recognizes that Company may assign its rights and obligations hereunder (...) without X's prior approval in its sole discretion. X shall not assign its rights or delegate its obligations hereunder without the prior consent of the Company
2003
New Customers
(...) Y agrees to assign any such agreements to X that are freely assignable by Y and to request the consent of the customer to assign such agreements to X where consent by the customer for assignment is required, upon amendment or termination of the Distribution Agreement, as the case may be.
2005
 Loan ContractSuccessors and Assigns
(...) Investor may at any time sell, assign, grant participations in, or otherwise transfer to any other Person all or part of the obligations of Company under this Bridge Note and the other Transaction Documents (...)
2002
Successors and Assigns
The Lender may assign to one or more Persons all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it), pursuant to documentation acceptable to the Lender and the assignee. From and after the effective date specified in such documentation, such assignee shall be a party hereto and, to the extent of the interest assigned by the Lender, have the rights and obligations of the Lender under this Agreement and the assigning Lender thereunder shall, to the extent of the interest assigned by the Lender, be released from its obligations under this Agreement (...)
2008
Successors and Assigns
(...) Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank's obligations, rights, and benefits under this Agreement and the other Loan Documents.
2011
Successors and Assigns
(...) Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Bank's obligations, rights, and benefits under this Agreement and the other Loan Documents.
2012
Successors and Assigns
The Lender may assign to one or more Eligible Assignees (as defined below) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it). For purposes of this Agreement, "Eligible Assignee" means any Person other than a natural Person that is (i) a Lender, an Affiliate of any Lender or, with respect to any Lender that is an investment fund, any other investment fund that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor, (ii) a commercial bank, insurance company, investment or mutual fund or other Person that is an "accredited investor" (as defined in Regulation D under the Securities Act) or (iii) a corporate entity that possesses financial sophistication and standing similar to that of the Lender (...)
2012
Miscellaneous
(...) the Lender may at any time (i) assign all or any part of its rights and obligations hereunder to any other Person with the consent of the Borrower, such consent not to be unreasonably withheld, provided that no such consent shall be required if the assignment is to an affiliate of the Lender or if an Event of Default exists, and (ii) grant to any other Person participating interests in all or part of its rights and obligations hereunder without notice to the Borrower (...)
2013
 Bankruptcy AgreementAssignments Related to the Restructuring Transactions
As of the effective time of an applicable Restructuring Transaction, any Executory Contract or Unexpired Lease to be held by any Debtor or another surviving, resulting or acquiring corporation in an applicable Restructuring Transaction, will be deemed assigned to the applicable Entity, pursuant to section 365 of the Bankruptcy Code.
2006
Assets of the Liquidating Trust
On the Effective Date, or as soon as reasonably practicable thereafter, the Debtors will transfer and assign to the Liquidating Trust the Liquidating Trust Assets, which shall be deemed vested in the Liquidating Trust. On and after the Effective Date, the Liquidating Trustee shall have discretion with respect to the timing of the transfers of Liquidating Trust Assets. Any checks of the Debtors issued prior to the Effective Date that remain un-cashed three (3) months after the Confirmation Date shall revert to the Liquidating Trust (...)
2011
 Merger AgreementAssignment
(...) Notwithstanding the foregoing, (i) Acquiror may assign this Agreement and any of its rights, interests or obligations hereunder, in connection with a merger, acquisition, sale or all or substantially all of its assets or other change in control transaction, and (ii) Acquiror may assign its rights and delegate its obligations hereunder to its Affiliates as long as Acquiror remains ultimately liable for all of Acquiror's obligations hereunder.
2013
 Pledge AgreementTransfer or Assignment
The Pledgee may transfer or assign all Secured Obligations and his right to the Pledge to any third party at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When the Pledgee transfers or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall execute the relevant agreements and/or documents with respect to such transfer or assignment.
2010
 3. Assignment of Claim by ContractNovation Agreement
Now therefore, in consideration of the mutual covenants herein contained, the parties agree for themselves, their successors and assigns, as follows: Assignor hereby assigns, transfers, conveys and delivers to Assignee, effective as of {Month} {Day}, {Year} (the "Effective Date"), all of Assignor's right, title and interest in, to and under the Assets, subject to any existing liens and encumbrances on the Assets in favor of X arising under the terms of the Satellite Purchase Contract, but free and clear of all other liens and encumbrances. Assignee hereby accepts such assignment and agrees to assume, from and after the Effective Date, all of Assignor's rights, duties and obligations in, to and under the Assets set forth in SCHEDULE X, subject to any liens and encumbrances on the Assets in favor of X arising under the terms of the X Purchase Contract, but free and clear of all other liens and encumbrances. Upon such assignment and assumption, Assignor shall be released from all rights, duties and obligations with respect to the Assets, and Assignee agrees to reimburse Assignor for and hold Assignor harmless against any obligation to perform any of the assigned duties and obligations included in the Assets.
2001
 

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