law insider no assignment

No assignment

No assignment clause samples

No Assignment .ExecutiverepresentsandwarrantsthatExecutive 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).

11/06/2020 (Summit Midstream Partners, LP)

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, 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.

05/01/2019 (NUVASIVE INC)

6. NO ASSIGNMENT . No party hereto may assign its rights, interests or obligations hereunder to any other person (except by operation of law) without the prior written consent of each other party hereto; provided, however, that the Guarantor may assign all or a portion of its obligations hereunder, with prior written notice to the Guaranteed Party accompanied by a guarantee in the form identical to this Limited Guarantee duly executed and delivered by the assignee, to an Affiliate of the Guarantor; provided, further, that no such assignment shall relieve the Guarantor of any liability or obligations hereunder except to the extent actually performed or satisfied by the assignee.

11/21/2017 (JA Solar Holdings Co., Ltd.)

5. No Assignment . This letter and the commitment of the Investor described herein shall not be assignable by Parent without the prior written consent of the Investor, and the granting of such consent in a given instance shall be solely in the discretion of the Investor and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. The Investor may without the prior written consent of Parent assign some or all of its obligations under Section1 to any of its Affiliates if such assignment is not reasonably expected to have the effect of impairing or delaying the Closing or the funding of the Investor’s Commitment at the time set forth in Section1, but may not otherwise assign its rights or obligations hereunder. No assignment by the Investor of any of its obligations hereunder will relieve the Investor of its obligations under this letter. Any purported assignment in contravention of this Section5 shall be void.

07/17/2017 (NCI, Inc.)

12. No Assignment . This Note shall not be assignable by Payee without the prior written consent of Maker.

08/17/2018 (Collective Wisdom Technologies, Inc.)

C. No Assignment . A Participant or Participant’s beneficiary shall have no right to anticipate, alienate, sell, transfer, assign, pledge or encumber any right to receive any incentive made under the Plan, nor will any Participant or Participant’s beneficiary have any lien on any assets of any Participating Employer, or any affiliate thereof, by reason of any Award made under the Plan.

02/14/2017 (Vistra Energy Corp)

9) NO ASSIGNMENT . The Option Agreement and the Option Rights shall not be assignable, whether by operation of law or otherwise, and any attempt to do so shall be void.

08/19/2020 (SIGNET INTERNATIONAL HOLDINGS, INC.)

11. No Assignment . The Commitments evidenced by this Agreement shall not be assignable, in whole or in part, by Newco without each Fund’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of such Fund, and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. No assignment by any Fund shall relieve such Fund of any of its obligations under this Agreement (including, without limitation, with respect to the Commitment), and, without limitation of the foregoing, if any assignee is unable or unwilling to fund, including by reason of the failure to obtain any approvals required by any Governmental Authorities relating to such assignment, the assignor Fund shall fund the previously assigned portion of its Commitment. Any purported assignment of this Agreement or the Commitment in contravention of this Section11 shall be void.

10/30/2017 (Gigamon Inc.)

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No Assignment Contract Clauses (923)

Grouped into 44 collections of similar clauses from business contracts.

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Contract types explained

• Non-disclosure agreements (NDA)
• Letter of intent (LOI) or Memorandum of understanding (MOU)
• Alliance or collaboration agreements
• Joint venture agreement (JVC)
• Sales agreements explained
• Long-term supply agreements
• Manufacturing agreements
• Distribution agreements
• (Commercial) agency agreements
• Trademark license agreements
• Amendment agreements, supplements and addenda
• Shareholder and board resolutions and powers of attorney

Contract clauses explained

• Amendments clause
• Announcements clauses

Assignment or no-assignment of contracts?

• Counterparts
• Entire agreement clauses
• No general conditions to apply
• Independent contractors (‘no partnership established’)
• Language clauses (translations)
• Notices clauses
• Severability
• No termination or dissolution
• Time is of the essence
• Waiver clauses
• Applicable law clauses
• Choosing court or arbitration in contracts?
• Arbitration or expert determination in a contract?
• Arbitration clauses; arbitration institute or ad hoc arbitration?
• ADR: mediation, dispute boards and escalation in contracts

Contract law explained

• Unidroit Principles of International Commercial Contracts
• Freedom of contract in the Unidroit principles
• Good faith (and fair dealing) explained
• Practices and usages in contract performance
• Inconsistent behaviour (venire contra factum proprium) and contracts
• Introduction to CISG (Convention on contracts for the international sale of goods)
• Scope of CISG and its general provisions explained
• Passing of ownership and risk in a sales contract
• Fundamental breach and avoidance (termination)
• Product conformity, fitness for purpose
• Third-party claims
• Obligations of the buyer in international sales
• Remedies for breach of contract
• Intellectual property - introduction
• Copyright in contracts
• Trademarks in contracts
• Know-how and trade secrets
• Patents and patent licences
• Licensing intellectual property
• Software and license agreements
• General principles of intellectual property law

Contract wording: best practices

• Doublets and triplets: synonyms and hendiadyses
• Standard words and phrases ‘defined’
• And/or: think first, dear Andorian!
• On an arm’s length basis
• As the case may be
• Best efforts and commercially reasonable endeavours
• Will be ‘deemed’ to be
• Except as otherwise agreed
• For the avoidance of doubt or the sake of clarity
• From time to time
• Hereby in contract clauses
• Herein, thereof, everywhereof in contracts
• In order to (avoid explanations in contracts)
• In the ordinary course of business and consistent with past practice
• Including without limitation in contracts must be avoided
• Intentionally left blank in contracts
• To the maximum extent permitted by law in contract clauses
• ‘Mutual’ is a pleonasm
• Not to be unreasonably withheld or delayed
• Notwithstanding is tricky
• Provided, however, that
• Plural or singular: do not write '(s)' and do not use / slashes in contracts
• Shall or will in contracts (but only one of them)
• Subject to…
• Said, such and links
• ‘The same’ and ‘that certain’ agreement
• Subsidiaries and Affiliates
• Third parties
• To the knowledge of…
• ‘When’, ‘if’ and ‘to the extent that’ in contracts

Contract structure and presentation

• How to set up (structuring) an agreement
• Contract cover page and table of contents
• First part of an agreement
• Preamble (recitals)
• The body of the agreement
• Signature blocks, seals and witnesses
• Schedules to contracts (annexes and exhibits)
• Contract house style: best practices
• Contract fonts, spacing, alignment and margins
• Contract articles, sections and contract clause numbering
• Contracting styles: European versus U.S. style
• Letter agreements and side letters
• Two language contracts

Contract drafting principles (style)

• Plain English in contracts: how to keep it simple and clear
• Numbers in contracts - 18 best practice rules
• References to dates in contracts
• References to time in contracts
• Sentence structure, intonation and ambiguity (the left-right principle)
• Exhaustive vs. conceptual contract style
• Consistency in contracts
• Vague terms in contracts and accuracy
• Contract drafting conventions (sample)
• Contract and document marking conventions

Assignment. No Party shall assign its rights or obligations under this Agreement in whole or in part, without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed.

…, except that Seller may assign its rights and obligations under this Agreement in connection with a sale of all or a substantial part of its business to which such rights and obligations pertain.

Seller shall procure that an assignee Affiliate assigns back the assigned rights and obligations, immediately prior to such assignee ceasing to be an Affiliate of it.

Assignment. No Party may assign or transfer any of its rights or obligations under this Agreement without the prior written approval of the other Party, except that: (a)   each Party may assign any of its rights under this Agreement to its Affiliates; and (b)   Purchaser may assign any of its rights under this Agreement to any of its lenders or to any person acquiring all or substantially all of the rights or assets of Target after the Completion Date, provided, however, that no such assignment shall relieve an assigning Party of its obligations under this Agreement.  For the avoidance of doubt, Purchaser may grant security interests in its rights under this Agreement to its lenders.

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• Practical Law

Standard clauses and drafting notes: Property

Practical law uk help and information notes 1-200-9461  (approx. 19 pages), conveying property, easements, covenants and third party rights.

• Easement: Overhanging eaves with integrated drafting notes.

Positive covenants

• Transfers: covenant to erect and maintain fence with integrated drafting notes
• Transfers: covenant to maintain garden(s) with integrated drafting notes
• Transfers: covenant to repair garden structures with integrated drafting notes
• Transfers: covenant to prune, cut down, lop and top shrubs, trees and hedges etc so that they do not exceed a specified height with integrated drafting notes
• Transfers: covenant to construct wall with integrated drafting notes
• Transfers: covenant to plant and maintain a hedge with integrated drafting notes
• Transfers: covenant to decorate buildings with integrated drafting notes
• Transfers: covenant to erect and maintain a gateway with integrated drafting notes
• Transfers: covenant to maintain open land with integrated drafting notes
• Transfers: covenant to make good damage with integrated drafting notes
• Transfers: covenant to contribute towards maintenance of accessway with integrated drafting notes
• Transfers: covenant to submit landscaping for approval, complete and maintain it with integrated drafting notes
• Transfers: covenant to construct estate roads and footpaths and maintain until adoption with integrated drafting notes
• Transfers: covenant to empty and maintain septic tank with integrated drafting notes
• Transfers: covenant requiring transferee not to dispose of property without obtaining a covenant from disponee with integrated drafting notes

Restrictive covenants

• Transfers: covenant prohibiting drying washing except in rear garden with integrated drafting notes
• Transfers: covenant prohibiting visible aerials and satellite dishes with integrated drafting notes
• Transfers: covenant prohibiting noisy machinery with integrated drafting notes
• Transfers: covenant prohibiting changing external appearance without consent with integrated drafting notes
• Transfers: covenant prohibiting advertising with integrated drafting notes
• Transfers: covenant prohibiting repair or maintenance of vehicles with integrated drafting notes
• Transfers: covenant prohibiting shrubs, trees and hedges in a certain area with integrated drafting notes

Conveyancing procedure

• Anti-bribery clause (long form)
• Anti-bribery clause (short form)
• Confidentiality clause for property sale contract
• Identity evidence clause
• Lift and shift clause

Contracts and transfers

Contract plug in clauses: general.

• Clause providing right to rescind property sale agreement if search results reveal adverse entries
• Property contracts: buyer appointed as seller's agent during registration gap
• Property contracts: clauses for insertion into sale contract to create a sub-sale contract with integrated drafting notes
• Property contracts: Buyer to buy arrears on completion
• Sale contracts: retention clause to secure performance of post-completion obligations with integrated drafting notes
• Notices clause for use with a property commercial sale contract

Enfranchisement issues: contracts and transfers

• LRHUDA 1993: agreement to assign the benefit of a lease extension claim served before exchange with integrated drafting notes
• LRHUDA 1993: agreement to serve and assign the benefit of a lease extension claim with integrated drafting notes
• LRHUDA 1993: assignment of benefit of a notice of lease extension claim (clauses for transfer) with integrated drafting notes
• LRA 1967: agreement to assign the benefit of a claim for the freehold (or extended lease) served before exchange with intergrated drafting notes
• LRA 1967: agreement to serve and assign the benefit of a claim for the freehold or extended lease with integrated drafting notes

Environmental

• Clauses to allocate environmental liability on sale of land with integrated drafting notes
• Sale contracts: seller's insurance obligation with integrated drafting notes
• Sale contracts (leasehold land): seller's additional insurance obligations with integrated drafting notes

Service charge retention

• Sale contracts: service charge retention clause

VAT: capital goods scheme

• Seller's warranty on capital goods scheme with integrated drafting note

Clauses for TR1

• Transfers: clauses for TR1 (commercial freehold or leasehold property) with integrated drafting notes
• Transfers: clauses for TR1 (residential freehold or leasehold property) with integrated drafting notes
• Transfers: appointing a second trustee on the sale of property with integrated drafting notes
• Transfers: provisions where there is a sub-sale with integrated drafting notes
• Transfer of equity subject to a charge with integrated drafting notes
• LRA 1967: assignment of benefit of a notice of claim for the freehold or extended lease (clauses for transfer) with integrated drafting notes

Clauses for TP1

• Transfers of part: clauses for TP1 (residential plot transfer of new-build property on housing estate) with integrated drafting notes.
• Transfers of part: clauses for TP1 (plot on a commercial estate) with integrated drafting notes.

Registration issues

• Seller's title pending first registration with integrated drafting note
• Seller's title pending registration with integrated drafting note

Charity transactions

• Statement for disposal of land to an exempt charity
• Statement for disposal of land to a non-exempt charity
• Statement for disposal of land by an exempt charity
• Statement and certificate for disposal of land by a non-exempt charity
• Statement for mortgage of land by an exempt charity with integrated drafting notes
• Statements and certificate for mortgage of land by a non-exempt charity with integrated drafting notes

Insolvency sales

• Clauses for the transfer of freehold property by a company in administration with integrated drafting notes
• Clauses for the transfer of freehold property by a company in liquidation with integrated drafting notes
• Clauses for the transfer of freehold property by a mortgagee with integrated drafting notes
• Clauses for the transfer of freehold property by an LPA receiver with integrated drafting notes
• Clauses for the transfer of residential freehold property by a trustee in bankruptcy (bankrupt is joint owner) with integrated drafting notes
• Clauses for the transfer of residential freehold property by a trustee in bankruptcy (bankrupt is sole proprietor) with integrated drafting notes

Capital allowances

• Capital allowances fixtures election with integrated drafting notes
• Standard document, Structures and buildings allowances: allowance statement with integrated drafting notes
• Structure and buildings capital allowances: clause requiring the seller to provide an allowance statement with integrated drafting notes

Corporate support

Asset purchase agreements.

• Property schedule: asset purchase agreement (with integrated drafting notes)
• Asset purchase agreement: Warranty provisions: Freehold and leasehold properties with integrated drafting notes
• COVID-19 warranties: asset purchases
• Environmental indemnity: negotiated draft: asset purchase agreement
• Environmental indemnity: seller-friendly draft: asset purchase agreement
• Environmental warranties (short-form): asset purchase agreement

Share purchase agreements

• Share purchase agreement: Warranty provisions: Freehold and leasehold properties with integrated drafting notes
• COVID-19 warranties: share purchases
• Share purchase agreement: warranty provisions: recent construction and development
• Environmental indemnity in share purchase agreement: short form (balanced draft)

COVID-19 (Coronavirus)

• COVID-19: delay clause for commercial agreements for lease .
• COVID-19: delay clause for commercial property sale and purchase contracts .
• COVID-19: delay clause for residential property sale and purchase contracts .
• COVID-19 rent suspension clause for commercial leases .
• COVID-19 rent suspension or reduction clause for a retail lease at a shopping centre or retail estate .

Dealing with leasehold land

Offer back clauses.

• Leases: offer back clause .

Green leases

• Better Buildings Partnership: Model form green lease clauses for inclusion in new leases or on lease renewal

CRC clauses

• Consultation draft CRC clauses for insertion into standard form leases with integrated drafting note

Energy performance certificates

• Energy performance certificates: lease clauses: alterations with integrated drafting note
• Energy performance certificates: lease clauses: co-operation with integrated drafting note
• Energy performance certificates: lease clauses: prohibition on tenant commissioning an EPC unless required and obligation to deliver copy of EPC with integrated drafting note
• Energy performance certificates: licence to carry out works clause with integrated drafting note
• Energy performance certificates: agreement for surrender clause with integrated drafting note
• Clauses to allocate environmental liability in leases

Mortgagee protection clause

• Leases: mortgagee protection clause

Break clauses

• Tenant break clause - rolling break (long form) .
• Landlord break clause - rolling break (long form) .
• Tenant break clause - fixed break dates (long form) .
• Landlord break clause - fixed break dates (long form) .

Rent review

• Indexed rent review clause based on RPI subject to cap and collar (annual review)
• Indexed rent review clause based on RPI subject to cap and collar (non-annual review)
• Clause for rent review to higher of open market rent and rent based on RPI (non-annual review)

• Leases: clauses enabling the underletting of a permitted part with integrated drafting note

Change of use

• Leases: clause governing the provision of information on change of use

Option to renew

• Leases: Clause granting an option to renew a lease with integrated drafting notes

Option to purchase freehold

• Leases: clause granting an option to purchase the freehold with integrated drafting notes

Consent to landlord's application for release

• Consent to landlord's application for release with integrated drafting notes

Landlord's personal covenant

• Landlord's personal covenant with integrated drafting notes

Limitation of landlord's liability

• Limitation of landlord's liability following transfer of reversion (original landlord) with integrated drafting notes
• Limitation of landlord's liability following transfer of the reversion (original and successor landlords) with integrated drafting notes

Limitation of trustees' liability

• Limitation of trustees' liability when party to a lease

Dealings with the Land Registry

• Prohibition against noting of lease at HM Land Registry with integrated drafting notes

Service charges

• Optional service charge provisions for lease of part of office (compliant with first edition of RICS statement on service charges in commercial property)
• Optional service charge provisions for lease of retail unit at shopping centre (compliant with first edition of RICS statement on service charges in commercial property) .
• Service charge cap linked to RPI with integrated drafting notes
• Leases: Signage clauses
• CLLS specimen insurance provisions
• Leases: repair clause limited by schedule of condition
• Leases: clause claiming sum equivalent to rent for breach of tenant's yielding up obligations

Local authorities

• Local authority title clause

Underletting

• Restrictions on underletting: alternative provisions for content of underleases with integrated drafting notes

ECTEA 2022 clauses

• Economic Crime (Transparency and Enforcement) Act 2022: commercial lease clauses
• Economic Crime (Transparency and Enforcement) Act 2022: licence to assign clauses
• Economic Crime (Transparency and Enforcement) Act 2022: licence to underlet clauses

Development

Development and construction.

• Step-in rights for a development agreement with integrated drafting notes.

Highways agreements

• Section 278 agreement: security for highway works (bond)
• Section 278 agreement: security for highway works (deposit)

Planning agreements

• Section 106 agreement: community centre to be transferred to Council
• Section 106 agreement: exclusion clause .
• Section 106 agreement: highway works contribution
• Section 106 agreement: Management of demolition and construction traffic
• Section 106 agreement: provision of highway works by the Owner
• Section 106 agreement: Public art contribution
• Section 106 agreement: provision of affordable housing
• Section 106 agreement: provision of public art by owner
• Section 106 agreement: residential travel plan
• Section 106 agreement: workplace travel plans

Options, pre-emptions and overage

• Positive overage covenant with restriction

Execution formalities

• Execution formalities: individuals
• Execution formalities: non-Companies Act corporations
• Execution formalities: private trusts
• Execution formalities: charities
• Execution formalities: administrators
• Execution formalities: administrative receivers
• Execution formalities: other receivers
• Execution formalities: attorneys under a power of attorney
• Execution formalities: Companies Act companies
• Execution formalities: foreign companies
• Execution formalities: partnerships
• Execution formalities: liquidators
• Execution: capacity
• Execution: authority
• Execution formalities: LLPs
• Execution of deeds and documents

Mortgages and security

Legal mortgages from a company.

• Legal mortgage: all monies wording

Boilerplate clauses

• Boilerplate agreement

Confidentiality

• Confidentiality (and related drafting notes)

Conflict with other agreements

• Conflict (and related drafting notes)

Co-obligors (joint and several liability)

• Practice note, Joint, several and joint and several liability

Costs and expenses

• Practice note, Leases: Costs

Counterparts

• Counterparts (and related drafting notes)

Interpretation and definitions

• Interpretation (and related drafting notes)

Entire agreement

• Entire agreement (and related drafting notes)
• Practice note, Contracts: entire agreement clauses

Expert determination

• Practice note, Expert determination

Force majeure

• Practice note, Contracts: force majeure

Governing law

• Practice note, Governing law and jurisdiction clauses
• Practice note, Leases: Guarantee and indemnity
• Practice note, Guarantees and indemnities

Jurisdiction

• Practice note, Jurisdiction: an overview
• Practice note, Notice clauses
• Notices clause for use with a lease
• Severance (and related drafting notes)

Termination

• Termination (and related drafting notes)

Third party rights (exclusion)

• Practice note, Contracts: privity and third party rights and obligations

Time of the essence

• Practice note, Time of the essence
• Practice note, Contracts: variation

Waiver and remedies

• Practice note, Contracts: waiver

Public Sector boilerplate

• Public Sector Boilerplate Provisions

Prevention of corruption

• Public sector boilerplate: Prevention of corruption (long and short form)
• Public sector boilerplate: Audit (long and short form)

Anti-discrimination

• Public sector boilerplate: Anti-discrimination

Human rights

• Public sector boilerplate: Human rights

Payment of sub-contractors

• Public sector boilerplate: Payment of sub-contractors

Recovery of sums due

• Public sector boilerplate: Recovery of sums due
• Public sector boilerplate: Insurance: option one- specified levels
• Public sector boilerplate: Insurance: option two - general requirement

Health and safety

• Public sector boilerplate: Health and safety (long and short form)

Data protection

• Public sector boilerplate: Data protection: short form
• Public sector boilerplate: Data protection:Protection of personal data long-form

Freedom of information

• Public sector boilerplate: Freedom of information