The assignability clause in a contract specifies whether and under what conditions a party can transfer their rights and obligations to another party. It typically requires consent from the non-assigning party or outlines restrictions and exceptions regarding the assignment of contractual duties.
Assignability. This Agreement may not be assigned by either Party, without the written consent of the other Party, such consent not to be unreasonably withheld.
Non-Assignability of Services. FON’s services under this contract are offered to Company only and may not be assigned by Company to any entity with which Company merges or which acquires Company or substantially all of its assets. In the event of such merger or acquisition, all compensation due to FON herein under the schedules set forth herein shall remain due and payable, and any compensation received by FON may be retained in the entirety by FON, all without any reduction or pro-rating and shall be considered and remain fully paid and non-assessable. Notwithstanding the non-assignability of FON’s services, Company shall assure that in the event of any merger, acquisition or similar change of form of entity, that its successor entity shall agree to complete all obligations to FON, including the provision and transfer of all compensation herein and the preservation of the value thereof consistent with the rights granted to FON by the Company herein. Company acknowledges that, to the best of its knowledge, that it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company. Company acknowledges that, to the best of its knowledge, Company is not the subject of any investigation, claim, decree, or judgment involving any violation of the SEC or securities laws.
Assignability, Amendments, Notices, Consent to Jurisdiction. Reference is hereby made to the Loan Agreement for terms and conditions governing assignability of this Note, form and enforceability of amendments, notices hereunder, and consent to jurisdiction.
Binding Effect & Assignability This RC Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Participant agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this RC Agreement as if it were the Company itself enforcing the RC Agreement. Participant further agrees that the Company may assign, and hereby consents to assignment of, this RC Agreement to any affiliate of the Company. Participant agrees that such an assignment is deemed to have been made without any further documentation in the event Participant moves from employment or services with one Company affiliate to another.
ASSIGNABILITY. The Contractholder may assign this Contract, in whole or in part, provided the assignee holds the Contract or any interest therein as an asset of a pension, profit-sharing or other retirement plan maintained by a corporate employer which meets the qualification requirements of Section 401(a) of the Internal Revenue Code, as amended, or to any other assignee provided that, in the opinion of New York Life’s legal advisor, this Contract retains its exempt status under the Securities Act of 1933, or any other federal or state securities laws. Any other attempted assignment of this Contract or any interest therein will be null and void, and will not be binding on New York Life. Any assignment of this Contract, or of any interest therein, must be filed with New York Life. Any such assignment will be subject to any payment made or other action taken by New York Life before the assignment is received and acknowledged as accepted by New York Life. New York Life assumes no responsibility for the validity of any assignment. No other person entitled to a benefit under this Contract will have the right to assign, transfer, hypothecate, encumber, commute or anticipate his interest in such benefit and, to the extent permitted by law, no benefit will be liable to seizure or application by operation of law to pay any debt or liability incurred by him, except to the extent as may be required under the terms of a Qualified Domestic Relations Order as such term is defined under the Retirement Equity Act of 1984 and applicable regulations.
Binding Effect; Benefits; Assignability. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.
Assignability. The Company may assign any of its rights under this Agreement to a single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
Non-Assignability. Neither a Participant nor any Beneficiary of a Participant shall have any right to commute, sell, assign, pledge, transfer or otherwise convey the right to receive his or her Account until his or her Account is actually distributed to a Participant or his or her Beneficiary. The portion of the Account which has not been distributed shall not be subject to attachment, garnishment or execution for the payment of any debts, judgments, alimony or separate maintenance and shall not be transferable by operation of law in the event of bankruptcy or insolvency of a Participant or a Participant’s Beneficiary.
NON-ASSIGNABILITY. This Option is not transferable and will lapse on the occasion of any assignment, charge, disposal or other dealing with the rights conveyed by it.
ASSIGNABILITY. This Agreement, and any obligation or benefit arising hereunder, will not be assignable by either Party to any third party without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, each Party shall have the right, without the other Party’s prior written consent, to assign this Agreement to a third party who acquires all or substantially all of the business or assets of such Party to which this Agreement relates, whether by merger, sale of stock, sale of assets or other similar transaction.
No permitted assignment of this Agreement will be valid and effective unless and until the assignee agrees in writing to be bound by the provisions of this Agreement. Any other attempt to transfer or assign will be void.
ASSIGNABILITY. This Put may not be sold or transferred by Harrison without express written consent of the Company.
Non-Assignability. The interests of persons entitled to benefits under the Plan are not subject to their debts or other obligations and, except as may be required by the tax withholding provisions of the Code or any state’s income tax act, may not be voluntarily or involuntarily sold, transferred, alienated, assigned, or encumbered.
Assignability. Nonassignability by Morris. This Agreement, and Morris’s rights and obligations hereunder, may not be assigned by Morris, nor may Morris pledge, encumber or anticipate any payments or benefits due hereunder, by operation of law or otherwise other than Morris’s rights to compensation and benefits, which may be assigned or transferred by will or operation of law; provided, however, Morris shall be entitled, to the extent permitted under applicable law or the relevant plans, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following Morris’s death by giving the Company written notice thereof. In the event of Morris’s death or a judicial determination of Morris’s incompetence, reference in this Agreement to Morris shall be deemed, where appropriate, to refer to Morris’s beneficiary, estate or other legal representative which recognizes same under applicable law.
Assignability by Company. The Company may not assign its rights or obligations under this Agreement except that such rights and obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law; provided, however, that no assignment pursuant to this paragraph shall relieve the Company from its obligations hereunder to the extent the same are not timely discharged by such assignee.
Assignability. No right to receive payments under this Agreement shall be subject to voluntary or involuntary alienation, assignment or transfer.
Assignability refers to the ability to transfer rights, benefits, or obligations from one party to another under a contract. It ensures that the rights under the contract can be assigned to a third party, allowing flexibility and adaptability in business arrangements. The clause detailing assignability is commonly known as the “Assignment Clause.”
Assignability should be considered when:
When drafting an Assignability clause, be clear and precise about the following:
Example:
“Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment without such consent shall be void. However, either party may assign without consent to any affiliate or in connection with a merger or acquisition.”
Assignability clauses are commonly found in:
Understanding when and how to use assignability can significantly impact contract effectiveness and business strategy, providing the necessary legal framework for flexible management of contractual relationships.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Assignment by Buyer" clause outlines the conditions under which a buyer may transfer their rights and obligations under a contract to another party. It typically requires the consent of the seller for the assignment to be valid, ensuring that the seller's interests are protected.
An "Assignment by Lessor" clause in a contract allows the lessor, or property owner, to transfer their rights and obligations under the lease to another party. This clause typically specifies the conditions under which such an assignment is permissible and any required notifications or approvals that must be obtained.
An assignment of claims clause allows one party in a contract to transfer their right to receive payment or benefits under the contract to a third party, typically known as the assignee. This clause is often used to ensure financial flexibility and liquidity by enabling the original party to leverage their contractual rights for financing or business transactions.
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