No assignment or delegation
No assignment or delegation clause samples
14.6 No Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other parties hereto; provided, that such assignment shall not prevent or impede the Acquisition Merger from qualifying for the Intended Tax Treatment. Any purported assignment or delegation that does not comply with the immediately preceding sentence shall be void, in addition to constituting a material breach of this Agreement.
09/10/2020 (Chelsea Worldwide Inc.)
Section 5.12 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the all of the other Parties and any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.
11/01/2019 (Lone Star Value Management LLC)
Section9. Binding Effect; No Assignment or Delegation. This Pledge Agreement shall be binding upon and inure to the benefit of the Pledgor, the Pledgee and their respective successors and assigns, except that the Pledgor may not assign or transfer its rights hereunder without the prior written consent of the Pledgee (which consent shall not unreasonably be withheld). Each duty or obligation of the Pledgor to the Pledgee pursuant to the provisions of this Pledge Agreement shall be performed in favor of any person or entity designated by the Pledgee, and any duty or obligation of the Pledgee to the Pledgor may be performed by any other person or entity designated by the Pledgee.
06/06/2016 (Ottawa Bancorp Inc)
Section 10.16 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the all of the other Parties and any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement. Notwithstanding this restriction, the Buyer may assign this Agreement to an affiliate that effectuates the Roll-Up Transactions (the “Permitted Assignee”). In the event of any assignment to the Permitted Assignee, the capitalization of the Assignee shall be identical to the capitalization of the Buyer as provided for in this Agreement (only with such changes as are not adverse to the Sellers and do not diminish any rights to which the Sellers were otherwise entitled) and all other representations and warranties of the Buyer shall be true and correct as they apply to the Permitted Assignee, and the Buyer shall continue to be bound by the terms of this Agreement as a primary obligor hereunder such that should the Permitted Assignee fail to perform any of its obligations hereunder, the Sellers and Sellers’ Representative shall be entitled to pursue performance against the Buyer. This Agreement shall be binding on the permitted successors and assigns of the Parties; provided, however, no such assignment will relieve any Party of their obligations under this Agreement.
11/05/2020 (HARVEST HEALTH & RECREATION INC.)
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Non-Assignability Contract Clauses (384)
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No assignment.
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.
Table of Contents
14 no assignment examples.
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.
What is No Assignment?
“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.
When should I use No Assignment?
You should consider using a No Assignment clause in contracts when:
- Ensuring Stability: It’s crucial to maintain a stable relationship between the contracting parties, and transferring obligations could disrupt that balance.
- Maintaining Control: You want the assurance that the party with whom you originally entered into an agreement remains involved unless you agree otherwise.
- Protecting Interests: There might be concerns that an assignee may not have the same capability or intent to fulfill the obligations under the contract.
How to Write a No Assignment Clause
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.
Sample No Assignment Clause
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.
Which contracts typically contain “No Assignment”?
Contracts that typically contain “No Assignment” clauses include:
- Service Agreements: To ensure that the service provider remains the same.
- Leases: To maintain control over who is occupying a rental property.
- Partnership Agreements: To prevent partners from transferring their partnership interests without consent.
- Employment Contracts: To keep the original terms of employment limited to the original employee and employer.
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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More Clauses from the Library
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
No compensation
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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- Assignment Clause
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Contract Clauses
- Acceleration Clause
- Arbitration Clause
- Cancellation Clause
- Choice of Law Clause
- Confidentiality Clause
- Consideration Clause
- Definitions Clause
- Dispute Resolution Clause
- Entire Agreement Clause
- Escalation Clause
- Exclusivity Clause
- Exculpatory Clause
- Force Majeure Clause
- Governing Law Clause
- Indemnification Clause
- Indemnity Clause
- Insurance Clause
- Integration Clause
- Merger Clause
- Non-Competition Clause
- Non-Disparagement Clause
- Non-Exclusivity Clause
- Non-Solicitation Clause
- Privacy Clause
- Release Clause
- Severability Clause
- Subordination Clause
- Subrogation Clause
- Survival Clause
- Termination Clause
- Time of Essence Clause
Jump to Section
Assignment clause defined.
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.
In other words, an assignment clause can reassign contracts to another party. They can commonly be seen in contracts related to business purchases.
Here’s an article about assignment clauses.
Assignment Clause Explained
Assignment contracts are helpful when you need to maintain an ongoing obligation regardless of ownership. Some agreements have limitations or prohibitions on assignments, while other parties can freely enter into them.
Here’s another article about assignment clauses.
Purpose of Assignment Clause
The purpose of assignment clauses is to establish the terms around transferring contractual obligations. The Uniform Commercial Code (UCC) permits the enforceability of assignment clauses.
Assignment Clause Examples
Examples of assignment clauses include:
- Example 1 . A business closing or a change of control occurs
- Example 2 . New services providers taking over existing customer contracts
- Example 3 . Unique real estate obligations transferring to a new property owner as a condition of sale
- Example 4 . Many mergers and acquisitions transactions, such as insurance companies taking over customer policies during a merger
Here’s an article about the different types of assignment clauses.
Assignment Clause Samples
Sample 1 – sales contract.
Assignment; Survival . Neither party shall assign all or any portion of the Contract without the other party’s prior written consent, which consent shall not be unreasonably withheld; provided, however, that either party may, without such consent, assign this Agreement, in whole or in part, in connection with the transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) to which this Agreement relates. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. Any assignment or transfer not in accordance with this Contract shall be void. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract.
Reference :
Security Exchange Commission - Edgar Database, EX-10.29 3 dex1029.htm SALES CONTRACT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1492426/000119312510226984/dex1029.htm >.
Sample 2 – Purchase and Sale Agreement
Assignment . Purchaser shall not assign this Agreement or any interest therein to any Person, without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, upon prior written notice to Seller, Purchaser may designate any Affiliate as its nominee to receive title to the Property, or assign all of its right, title and interest in this Agreement to any Affiliate of Purchaser by providing written notice to Seller no later than five (5) Business Days prior to the Closing; provided, however, that (a) such Affiliate remains an Affiliate of Purchaser, (b) Purchaser shall not be released from any of its liabilities and obligations under this Agreement by reason of such designation or assignment, (c) such designation or assignment shall not be effective until Purchaser has provided Seller with a fully executed copy of such designation or assignment and assumption instrument, which shall (i) provide that Purchaser and such designee or assignee shall be jointly and severally liable for all liabilities and obligations of Purchaser under this Agreement, (ii) provide that Purchaser and its designee or assignee agree to pay any additional transfer tax as a result of such designation or assignment, (iii) include a representation and warranty in favor of Seller that all representations and warranties made by Purchaser in this Agreement are true and correct with respect to such designee or assignee as of the date of such designation or assignment, and will be true and correct as of the Closing, and (iv) otherwise be in form and substance satisfactory to Seller and (d) such Assignee is approved by Manager as an assignee of the Management Agreement under Article X of the Management Agreement. For purposes of this Section 16.4, “Affiliate” shall include any direct or indirect member or shareholder of the Person in question, in addition to any Person that would be deemed an Affiliate pursuant to the definition of “Affiliate” under Section 1.1 hereof and not by way of limitation of such definition.
Security Exchange Commission - Edgar Database, EX-10.8 3 dex108.htm PURCHASE AND SALE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1490985/000119312510160407/dex108.htm >.
Sample 3 – Share Purchase Agreement
Assignment . Neither this Agreement nor any right or obligation hereunder may be assigned by any Party without the prior written consent of the other Parties, and any attempted assignment without the required consents shall be void.
Security Exchange Commission - Edgar Database, EX-4.12 3 dex412.htm SHARE PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1329394/000119312507148404/dex412.htm >.
Sample 4 – Asset Purchase Agreement
Assignment . This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, at any time after the Closing, are freely assignable by Buyer. This Agreement and any of the rights, interests, or obligations incurred hereunder, in part or as a whole, are assignable by Seller only upon the prior written consent of Buyer, which consent shall not be unreasonably withheld. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
Security Exchange Commission - Edgar Database, EX-2.1 2 dex21.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1428669/000119312510013625/dex21.htm >.
Sample 5 – Asset Purchase Agreement
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. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each party hereto. The provisions of this Agreement are severable, and in the event that any one or more provisions are deemed illegal or unenforceable the remaining provisions shall remain in full force and effect unless the deletion of such provision shall cause this Agreement to become materially adverse to either party, in which event the parties shall use reasonable commercial efforts to arrive at an accommodation that best preserves for the parties the benefits and obligations of the offending provision.
Security Exchange Commission - Edgar Database, EX-2.4 2 dex24.htm ASSET PURCHASE AGREEMENT , Viewed May 10, 2021, < https://www.sec.gov/Archives/edgar/data/1002047/000119312511171858/dex24.htm >.
Common Contracts with Assignment Clauses
Common contracts with assignment clauses include:
- Real estate contracts
- Sales contract
- Asset purchase agreement
- Purchase and sale agreement
- Bill of sale
- Assignment and transaction financing agreement
Assignment Clause FAQs
Assignment clauses are powerful when used correctly. Check out the assignment clause FAQs below to learn more:
What is an assignment clause in real estate?
Assignment clauses in real estate transfer legal obligations from one owner to another party. They also allow house flippers to engage in a contract negotiation with a seller and then assign the real estate to the buyer while collecting a fee for their services. Real estate lawyers assist in the drafting of assignment clauses in real estate transactions.
What does no assignment clause mean?
No assignment clauses prohibit the transfer or assignment of contract obligations from one part to another.
What’s the purpose of the transfer and assignment clause in the purchase agreement?
The purpose of the transfer and assignment clause in the purchase agreement is to protect all involved parties’ rights and ensure that assignments are not to be unreasonably withheld. Contract lawyers can help you avoid legal mistakes when drafting your business contracts’ transfer and assignment clauses.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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No Assignment. This Agreement may not be assigned. Sample 1 Sample 2 Sample 3 See All (262) No Assignment. The HSP will not assign this Agreement or the Funding in whole or in part, directly or indirectly, without the prior written consent of the LHIN. No assignment or subcontract shall relieve the HSP from its obligations under this Agreement ...
Non-Assignment. This Agreement shall not be assigned by either party without the written consent of the other party. Sample 1 Sample 2 Sample 3 See All (132) Non-Assignment. The Company shall not transfer or assign all or any of its rights, obligations or benefits hereunder in whole or in part to any third party, without the prior written ...
Source. 17. 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 ...
No Assignment.This Agreement is personal to each of the parties hereto. Except as provided in this Section 12 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to its affiliate or to any successor to all or substantially all of the business and/or assets of ...
No Assignments. This Agreement is personal to each of the parties hereto. Except as provided in this Section 13 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any successor to all or substantially all of ...
14.6 No Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other parties hereto; provided, that such assignment shall not prevent or impede the Acquisition Merger from qualifying for the Intended Tax Treatment. Any purported assignment or delegation ...
Non-Assignment. (a) The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Employee, and any attempted unpermitted assignment shall be null and void and without further effect; provided, however, that, upon the sale or transfer of all or substantially all of the assets of the Company, or upon the merger by the Company into or the ...
Non-Assignability. Unless otherwise provided by the Committee in its discretion, PSs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 11 of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of a PS in violation of the ...
Sample No Assignment Clause. 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 ...
Assignment Clause Examples. Examples of assignment clauses include: Example 1. A business closing or a change of control occurs. Example 2. New services providers taking over existing customer contracts. Example 3. Unique real estate obligations transferring to a new property owner as a condition of sale. Example 4.