The "No Assignment" clause prohibits either party in a contract from transferring their rights or obligations under the agreement to a third party without prior written consent from the other party. This clause helps maintain the original parties' control over the contractual relationship and ensures that any changes to involved parties are mutually agreed upon.
7. No Assignment. This letter and the Commitments of the Sponsors described herein shall not be assignable by Parent without the prior written consent of the Sponsors and the Company (with the prior approval of the Special Committee), and the granting of such consent in a given instance shall be solely in the discretion of the Sponsors and the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. No assignment (in whole or in part) by a Sponsor of its rights or obligations hereunder shall be permitted without the prior written consent of Parent and the Company (with the prior approval of the Special Committee). Notwithstanding the foregoing, each Sponsor may, without consent, assign all or a portion of its Commitment hereunder to one or more of its Affiliates, including the other Sponsor (any such Affiliate, a “Permitted Assignee”); provided, that no such assignment or transfer to a Permitted Assignee shall (i) relieve a Sponsor of any part of its obligations hereunder, except on a dollar-for-dollar basis in respect of any portion of its Commitment actually funded by such Permitted Assignee pursuant to the assigning Sponsor’s Commitment under this letter or (ii) prevent, materially impair or delay the Closing. Any purported assignment or transfer in violation of this Section 7 (No Assignment) shall be null and void.
No Assignment of Claims. Executive affirms and warrants that he has made no assignment of any right or interest in any claim which he may have against any of the Employer Released Parties.
No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned (by operation of Law or otherwise) and any attempt to do so shall be void; provided, however that Parent or Merger Sub shall be entitled to assign its rights, duties and obligations hereunder, including Merger Sub’s obligation to merge with the Company, to (1) any one or more Subsidiaries or Affiliates of Parent or Merger Sub or (2) any Financing Sources providing purchase money or other financing to Parent or Merger Sub as collateral security for such financing, so long as the applicable collateral security agreement requires any party foreclosing on this Agreement or otherwise enforcing their security interest in this Agreement to assume Parent’s obligations hereunder, provided that in the case of each of (1) and (2) of the foregoing, no such assignment shall relieve Parent or Merger Sub from its duties and obligations under this Agreement. Subject to the foregoing sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and assigns.
No Assignment of Released Claims. Each Releasing Party represents and warrants to the Released Parties that there has been no assignment or other transfer of any interest in any Released Claim.
No Assignment. Executive represents and warrants that Executive has made no assignment or other transfer, and covenants that Executive will make no assignment or other transfer, of any interest in any claim which Executive may have against the Company or any of the other Releasees (as defined in the Release).
No Assignment. Employee represents and warrants that Employee has made no assignment or other transfer, and covenants that Employee will make no assignment or other transfer, of any interest in any Claim which Employee may have against the Employee Released Parties, or any of them.
No Assignment. Each Party represents that it has made no assignment of any of their respective claims hereby released and settled and has full right and authority to enter into this Agreement on behalf of it and its successors and assigns.
Each Party warrants that it has made no assignment or other transfer, and will make no assignment or other transfer, directly or indirectly, of this Agreement and/or of any claim or any other right, remedy or other interest of any kind which is the subject of and which is released pursuant to this Agreement, and that no other person or entity has or had any interest of any kind in such claims referred to above.
No Assignment. The Commitment evidenced by this letter agreement shall not be assignable (by operation of law, merger, consolidation, change in control or otherwise) by the Company without TCP’s prior written consent. TCP may, without the prior written consent of the Company and approval by a majority of the independent directors of the board of directors of the Company, assign some or all of its obligations under Section 1; provided that no assignment by TCP of any of its obligations hereunder will relieve TCP of its obligations under this letter agreement.
No Assignment of Benefits. The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of this subsection shall be void.
No Assignment. The Employee represents and warrants that Employee has made no assignment, and will make no assignment, of any claim, action, or right of any kind whatsoever, embodied in any of the matters referred to in this Agreement, and that no person or entity of any kind had or has any interest in any of the demands, obligations, actions, claims, debts, liabilities, rights, contracts, damages, attorneys’ fees, costs, expenses, losses, or claims referred to in this Agreement. By signing this Agreement, Employee has released all claims against the Releasees on behalf of Employee’s self, heirs, spouse, representatives, attorneys, advisors, family members, agents, or assigns.
Binding Agreement; No Assignment.This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors, assigns, heirs, beneficiaries and representatives. This Agreement is personal to the Executive and may not be assigned by her. This Agreement may not be assigned by the Company except (a) in connection with a sale of all or substantially all of its assets or a merger or consolidation of the Company, or (b) to an entity that is a subsidiary or affiliate of the Company. Any attempted assignment in violation of this Section shall be null and void.
No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees. Executive agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorney’s fees incurred as a result of any such assignment or transfer from Executive.
Assignment by Company. The Company may assign its rights under this Agreement to an Affiliate, and an Affiliate may assign its rights under this Agreement to another Affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of either the Company or the assignor Affiliate at the time of assignment. In the case of any such assignment, the term “Company” when used in a section of this Agreement shall also include the assignee Affiliate.
“No Assignment” clause specifies that the rights or obligations outlined in the contract cannot be transferred or assigned to another party without obtaining prior consent from the original contracting party. The purpose of this clause is to maintain control over who is involved in the contractual relationship and ensure that any changes in party involvement are formally agreed upon.
You should consider using a No Assignment clause in contracts when:
Here’s a step-by-step guide to writing this clause:
State the Restriction on Assignment Clearly: Begin by stating that neither party may transfer, assign, or delegate their rights or obligations under the contract without the written consent of the other party.
Clarify When Assignment is Permissible: If you want to allow assignment under certain conditions (e.g., merger, acquisition, or sale of business), specify these exceptions.
Consider the Legal Effect of Unauthorized Assignments: Indicate that any attempted assignment in violation of this clause is void and has no legal effect.
Specify If There Are Rights That Can Be Transferred Freely: If certain rights are exempt from the assignment restriction (e.g., payment rights), clearly outline these exceptions.
Define Whether Consent Can Be Withheld at Discretion (Optional): Specify if a party’s consent to an assignment can be withheld for any reason or if it cannot be unreasonably withheld.
No Assignment: Neither party shall assign, transfer, or delegate any of its rights, duties, or obligations under this Agreement without the prior written consent of the other party, which consent may be withheld at the sole discretion of such party. Any assignment or transfer made in violation of this provision shall be deemed null and void and shall have no legal effect. Notwithstanding the above, this Agreement may be assigned by either party in connection with a merger, consolidation, or sale of substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement.
Contracts that typically contain “No Assignment” clauses include:
Including a “No Assignment” clause can safeguard the interests of the parties involved by ensuring that any changes to the contracting parties are made with explicit agreement.
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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 "No Compensation" clause specifies that a party, typically the employee or service provider, will not receive additional payment or financial remuneration outside what has already been agreed upon in the main contract. This clause often clarifies that any activities or duties performed beyond the initial scope do not warrant extra compensation unless explicitly stated.
The "No Hire" clause is a contractual provision that restricts one party from hiring employees of another party for a specified period during or after the term of the agreement. This clause is intended to protect businesses from losing key personnel to partners or competitors and to maintain a stable workforce.
A "No Liens" clause indicates that the contractor or party providing goods and services agrees not to place any liens or claims against the property involved in the contract. This clause protects the property owner from potential legal claims by subcontractors or suppliers seeking payment.
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