An assignment clause in a contract outlines the conditions under which one party may transfer its rights or obligations to another party. It typically specifies whether prior consent is required for such a transfer and identifies any exceptions to these requirements.
This Letter of Assignment (hereafter, “LOA”) confirms Alphatec Spine, Inc’s offer to you for a temporary long-term international assignment (hereafter, “assignment”) in Paris, France, in the role of General Manager, EOS imaging, S.A.S. Please take time to review this LOA and any supporting documentation provided herewith. Your assignment will begin on or around September 5, 2023. Throughout the course of your assignment, you will remain an employee of Alphatec Spine, Inc. (“ATEC”) for legal purposes, and will retain your existing peer group market matching and leveling for purposes of executive compensation assessment.
This LOA describes the specific terms and conditions of your assignment, including the benefits and support that you will receive from ATEC. You understand and agree that the terms of this LOA do not constitute a contract of employment for a specific duration, nor do they imply continued employment, or constitute an employment contract in the location of assignment. In addition, you understand and agree that ATEC reserves the right to change your work assignment, its location, reporting relationship and staffing levels throughout the duration of your assignment.
The duration of your assignment is expected to be 15-18 months. However, ATEC reserves the right to change the intended length of your assignment based on changing business needs or for any other reason. The terms and conditions outlined in this LOA will be in effect only for the period of your actual assignment. Once your assignment has been completed and you have returned to Carlsbad, CA, USA, all your assignment-related allowances and roles will cease as provided under the terms and conditions of this LOA with the exception of the “Taxes” benefit, outlined below. Your home location for the purposes of this LOA and applicable allowances is Carlsbad, CA.
This letter of assignment (the "Agreement") is to confirm a mutual understanding between you and Align Technology, Inc (the "Home Company") of the terms and conditions applying to your long-term international assignment (the "Assignment") to Align Technology Switzerland GmbH (the "Host Company") as outlined below:
During the Assignment, you shall be based at the offices of the Host Company in the Host Location, or at such other location as may be agreed upon by you and the Home Company. You shall, however, also travel to other locations at such times as may be appropriate for the performance of your duties under this Agreement. During the Assignment, you shall perform services as requested by, and under the sole direction and control of, the directors, officers and employees of the Host Company, acting only on behalf and for the benefit of the Host Company. In the event this Assignment is extended or a new assignment occurs, a new written agreement shall be executed. You are subject to reassignment to any of the Home Company’s locations throughout the world. Such reassignment will depend on the future needs of the Home Company.
Assignment Logistics
Aires is Home Company's designated relocation management company and, as such, will be coordinating all aspects of your Assignment including coordination of suppliers, policy questions, payroll (calculations of allowance, deductions) and general questions and concerns. You will be contacted by an international assignment consultant from Aires to setup your initial consultation call.
Recitals
A On or about the date of this assignment of contracts (the Assignment) the Assignor, the Account Bank and the Investment Agent entered into the Common Terms Agreement pursuant to which the Transaction Documents are to be, or have been, entered into.
B Pursuant to the terms of the Transaction Documents the Assignor has agreed to provide the Security under this Assignment to the Security Agent (as security agent for the Secured Parties) to secure the payment and discharge of the Secured Liabilities.
Assignment
By way of continuing security for the payment and discharge of the Secured Liabilities, the Assignor assigns by way of security the Assigned Rights to the Security Agent.
(a) Assignment and Subletting. Assignee shall not assign the Lease or sublet any portion of the MO Property, unless (i) Assignee has obtained Assignor’s prior written consent (and Landlord’s prior written consent if required under the Lease), which consent may be granted or withheld by Assignor in its sole and absolute discretion or (ii) Landlord shall have released Assignor from all of its obligations and liabilities under the Lease and any guaranty executed by Assignor related thereto, including, without limitation, Assignor’s obligations under the Amended and Restated Guaranty. Assignee agrees to reimburse Assignor for all reasonable legal fees and other costs incurred by Assignor in connection with any permitted assignment of the Lease or any permitted subletting of the MO Property (or portion thereof) by Assignee, upon written demand. Assignee shall deliver to Assignor copies of all documents executed in connection with any permitted assignment of the Lease or any permitted subletting of the MO Property (or portion thereof) by Assignee, which documents must be in form and substance reasonably satisfactory to Assignor. Assignor’s consent to an assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting. Nothing contained herein shall constitute an amendment to the Lease.
(b) Transfer of Ownership Interests. An assignment of this Agreement and the Lease by Assignee shall be deemed to have occurred if in a single transaction or in a series of transactions more than forty-nine percent (49%) of the ownership interests (whether stock, partnership interests, membership interests or other) in Assignee are, directly or indirectly, sold, transferred, conveyed or assigned; provided, the provisions of this clause (b) shall not apply to Assignee at any time when the stock of Assignee or its parent company is publicly traded on a recognized national securities exchange so long as Assignee is owned or controlled, directly or indirectly, by any Person who is engaged or whose Affiliate is engaged in the manufacture, assembly, sale, marketing or distribution of firearms, munitions and/or related accessories.
15.18. Assignment. Unless otherwise provided for in these General Conditions of Assignment, the assignment to third parties, by any of the Parties, of the rights and obligations set forth therein is expressly prohibited, with the exception of the assignment to legal entities belonging to the same economic group as the Administrator and/or the Custodian.
An Assignment refers to the transfer of rights, property, or obligations from one party to another. In legal and business contexts, assignments are most commonly seen in contracts, where one party (the assignor) transfers their rights and benefits under the contract to another party (the assignee). Assignments are widely used in various fields, such as real estate, intellectual property, and finance.
When should I use an Assignment?
An Assignment should be used when you need to transfer rights or interests under a contract from one party to another. Common scenarios where assignments are applicable include:
Selling a Business: When a business is sold, the seller may assign contracts, such as leases or supplier agreements, to the buyer.
Real Estate Transactions: Lease agreements are often assigned when properties change ownership or when a tenant transfers their lease to a new tenant.
Debt and Loan Agreements: Lenders may assign the rights to collect debt to another party, such as a collection agency.
Intellectual Property: Assigning copyrights, patents, or trademarks to another individual or business.
How do I write an Assignment?
To write an Assignment, it is essential to include key components to ensure its clarity and legality. Here’s a typical structure:
Title: Clearly state that the document is an Assignment.
Parties: Identify the assignor and the assignee.
Subject Matter: Specify what rights or obligations are being assigned.
Consideration: State any compensation or value exchanged, if applicable.
Effective Date: Record when the assignment comes into effect.
Signatures: Both parties should sign and date the assignment. Notarization might be necessary for certain types of assignments.
Example: Assignment of Lease This Assignment of Lease is made effective on [Date], by and between [Assignor Name], and [Assignee Name]. Assignor hereby assigns all its rights and interests under the lease dated [Original Lease Date] to Assignee.
Which contracts typically contain an Assignment?
Assignments are often found in various types of contracts, including:
Lease Agreements: Tenants may assign lease agreements if they need to relocate or sell a business.
Employment Contracts: Rights to bonuses or other benefits might be assigned.
Purchase Agreements: Obligations may be assigned, such as financing arrangements.
Licensing Agreements: Intellectual property rights can be assigned with the necessary agreements between parties.
Partnership Agreements: Rights to profits or interests can be assigned to third parties.
Assignments play a critical role in ensuring that contractual rights and obligations can be duly transferred, maintaining the continuity and flexibility needed in legal and business transactions.
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