non assignment provision

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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Anti-Assignment Clause: Everything You Need To Know

An anti-assignment clause prevents either of the parties to a contract from assigning tasks to a third party without the consent of the non-assigning party. 3 min read updated on February 01, 2023

An anti-assignment clause prevents either of the parties to a contract from assigning tasks to a third party without the consent of the non-assigning party.

Anti-assignment clauses are of two types:

One that prohibits the assignment of work or service pursuant to the contract.

One that prohibits the assignment of payment under the contract.

The clause that prohibits the assignment of work or service is a valid clause, completely enforceable and does not bear much importance. However, the clause that prohibits the assignment of payment is a more complex clause that affects crucial buying and selling decisions.

Are Anti-Assignment Clauses That Prohibit Assigning Payments Enforceable?

As an anti-assignment clause prohibits the assignment of payment, it affects business and thus is unenforceable and ineffective under Section 9-406 of the Uniform Commercial Code. The code clearly states that clauses pertaining to "Discharge of Account Debtor, Notification of Assignment, Identification and Proof of Assignment, Restriction on Assignment of Account, Chattel Paper, Payment Intangibles and Promissory Notes" are ineffective and void.

What Should a Factor Do If a Client's Contract Contains an Anti-Assignment Clause?

Most factors prefer not to enter into an agreement with a client whose contract contains any anti-assignment clause to avoid hassle in the future. However, legal experts suggest that factors should ignore the anti-assignment clauses in the contract and proceed with business as usual along with providing a Notice of Assignment to the account debtor.

Even if the factor decides to proceed with the business decision with the said client, he should be aware that the account debtor may not want to engage in commercial activities with the factor, and may even create difficulties in dealings and collection. Though an anti-assignment clause does not deter the factor's decision to enter into a business arrangement with an account debtor or his ability to be paid given the issuance of a Notice of Assignment, it is for him to decide if the efforts are worth the business. However, to ensure a fool-proof commercial and business dealing, the factor can obtain a signed Estoppel Letter from the account debtor to avoid all future disputes.

What Are the Anti-assignment Provisions and Their Effect on Transaction Structures?

Most commercial contracts end with a clause, ”Neither this Agreement nor any of the rights, interests or obligations under the Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either party without the prior written consent of the other party.” This is the anti-assignment clause that ensures the interest of both the parties and that none of the two parties transfer any rights to any other individual with our prior consent of the other main party.

Often, a contract assignment issue plays an important factor in merger and acquisition prospects as buyers want to acquire all customer and vendor contracts. However, if any of the contracts bound by the anti-assignment clause need the approval of the other party, it could lead to additional costs for the buyer, which may affect the decision. The general notion is that most contracts are assignable unless categorically included anti-assignment clauses .

What Is the Typical Anti-assignment Language to Look Out For?

There are numerous ways of including an anti-assignment provision in the contract. However, the AIA Standard Form of Agreement contains the following anti-assignment provision:

• The Party 1 and Party 2, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Neither Party 1 nor Party 2 shall assign this Agreement without the written consent of the other.

What Are the Recommendations for Parties Entering Into Construction Contracts?

Usually, when commercial agreements are drawn, parties tend to focus on the key business aspects but pay no heed to anti-assignment provisions. It is thus the main responsibility of a corporate lawyer to study, analyze, and dissect agreements to ensure the best for their clients.

• Check the miscellaneous sections of any agreement to rule out any anti-assignment clause in the contract.
• Read and understand the finer points of the anti-assignment clause in the contract, if any.
• Negotiate changes in the anti-assignment clause prior to signing the contract.

If you need help with an anti-assignment clause, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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Content Approved by UpCounsel

• Assignment Law
• Legal Assignment
• Assignment Contract Law
• Assignment of Rights and Obligations Under a Contract
• Consent to Assignment
• What Is the Definition of Assigns
• Assignment Legal Definition
• Assignment Of Contracts
• Assignment of Rights Example
• What is an Assignment and Assumption Agreement

Non-assignment clauses: what they do (and don’t) restrict

A warranty in a receivables financing contract that BP was not prohibited from disposing of the receivable was not breached by a clause in the underlying oil sale contract prohibiting assignment without the other party’s consent. The decision usefully interprets common clauses found in commercial agreements and receivables financing contracts – namely non-assignment clauses and warranties concerning ability to dispose of a receivable. Non-assignment clauses are the subject of proposed law reform that would nullify their effect in business contracts. Allen & Overy’s Global Intelligence Unit report on the proposed regulations can be read here : First Abu Dhabi Bank PJSC (formerly National Bank of Abu Dhabi PJSC) v BP Oil International Ltd [2018] EWCA Civ 14, 18 January 2018

BP contracted to supply oil to the Société Anonyme Marocaine de L’Industrie de Raffinage ( SAMIR ). First Abu Dhabi Bank ( FAB ) guaranteed payment for up to 95% of the sums due from SAMIR to BP, in exchange for a commission fee (the guarantee ). This was cancelled and replaced a month later by a purchase letter ( purchase letter ), under which FAB agreed to purchase BP’s economic interest in the contract with SAMIR (the Contract ) at 95% of its value. FAB advanced payment to BP, and BP was to pay to FAB all sums it received from SAMIR under the Contract. Restrictions on assignment The Contract expressly incorporated BP’s general terms and conditions for sales and purchases of crude oil, including a non-assignment provision (s34) which stated that “Neither of the parties to the Agreement shall without the previous consent in writing of the other party (which shall not be unreasonably withheld or delayed) assign the Agreement or any rights or obligations hereunder. […] Any assignment not made in accordance with the terms of this Section shall be void.” However, the purchase letter provided that:

- BP would assign its rights under the Contract to FAB “if legally possible under applicable laws and the Contract”;

- in the event that any assignment was not able to take place or was invalid or unenforceable, FAB would be subrogated to BP’s rights under the Contract and would be entitled to a funded sub-participation in BP’s rights to receive payment from SAMIR; - any amounts paid by SAMIR to BP would be held on trust for FAB; and - BP represented and warranted that it was “not prohibited by any security, loan or other agreement, to which it is a party, from disposing of the Receivable evidenced by the Invoice as contemplated herein”. The Receivable was defined as the invoice issued by BP to SAMIR under the Contract. No consent to assignment BP had neither requested nor obtained SAMIR’s consent to the assignment to FAB as at the date of the purchase letter. SAMIR subsequently filed for insolvency in Morocco, and FAB asked BP for an assignment of its rights under the Contract. BP then informed FAB that it needed SAMIR’s consent to an assignment. FAB did not request that BP seek SAMIR’s consent, but instead commenced proceedings for damages for breach of the representation and warranty in the purchase letter. At first instance – warranty breached At first instance, Carr J found for FAB, holding that the inclusion of s34 of BP’s general terms in the Contract meant that the representation and warranty in the purchase letter was false. Court of Appeal – no breach The Court of Appeal found that there had been no breach of the representation and warranty by BP. Giving the leading judgment, Lady Justice Gloster analysed the question in three stages. What was BP prohibited from doing under s34 of its general terms and conditions? Clauses such as s34 of BP’s general terms and conditions prohibit parties from legally or equitably assigning their existing or future rights under contracts (without their counterparty’s consent). BP was therefore contractually prohibited from effecting a legal or equitable assignment of its rights under the Contract to FAB.

However, BP was not prohibited from taking the other steps contemplated by the purchase letter, including paying sums received from SAMIR to FAB, holding such sums on trust for FAB or granting FAB subrogated rights or a funded sub-participation. What was the effect of such a restriction on BP’s ability to dispose of the Receivable? Following Linden Gardens Trusts Ltd v Lenesta Sludge Disposals Ltd [1994] 1 AC 85, it was common ground between the parties that the effect of s34 was that any purported legal or equitable assignment by BP of its rights under the Contract to FAB (without SAMIR’s consent) would be ineffective. Did BP breach the warranty? – No The representation and warranty had to be interpreted against the commercial context and overall scheme of the purchase letter. Assignment was not the primary method of transferring to FAB sums received by BP under the Contract; that was payment of the amounts received by BP to FAB and the imposition of a trust over those sums. Assignment was a secondary method of FAB receiving the relevant sums. Further, the clause in the purchase letter which required assignment expressly contemplated that assignment may not be possible, and provided FAB with alternative remedies such as subrogated rights or a sub-participation if assignment were impossible for any reason. The payment guarantee agreement which preceded the purchase letter also expressly provided for alternative means of transferring the economic benefit of the Contract if assignment were not possible. That it might not be possible to assign the contract therefore formed part of the factual matrix in which the purchase letter was to be construed. Against this background and in light of the other terms of the purchase letter, the phrase “from disposing of the Receivable evidenced by the Invoice as contemplated herein” in the representation and warranty did not refer exclusively to an assignment, but envisaged a wider restriction preventing the disposal by BP of its economic interest in the Contract. Section 34 of BP’s general terms and conditions did not prohibit BP from disposing of its economic interest in the Contract by all the means contemplated in the purchase letter, it only prohibited legal or equitable assignment, which the relevant terms of the purchase letter expressly contemplated may not be possible in any event. Therefore, on the proper construction of the purchase letter, BP had not breached the representation and warranty. COMMENT This case is a useful clarification of the meaning of terms, iterations of which are commonly found in receivables financing contracts. It is also interesting for what was not decided. Gloster LJ’s judgment analyses whether clauses prohibiting assignment are capable of rendering ineffective a subsequent equitable (as opposed to legal) assignment, and whether the Linden Gardens case can in fact be distinguished on this point. No finding was made as “with a considerable degree of intellectual disappointment” the question was not before the Court of Appeal. However, the space Gloster LJ devoted in her judgment to this question indicates that it is one considered ripe for review by the Supreme Court should an appropriate case arise. The commercial rationale of Linden Gardens is that it preserves the legitimate commercial purpose of non- assignment clauses by ensuring that contracting parties do not have to deal with third parties that they have not consented to deal with. Gloster LJ’s analysis argues that non-assignment clauses only need to render ineffective legal assignments to satisfy this commercial purpose, and to go further and render equitable assignments ineffective is an illegitimate constraint on the freedom of commercial parties to alienate their property. Similarly, although BP accepted in the Court of Appeal that the effect of s34 of its general terms and conditions was to prohibit it from effecting a legal or equitable assignment (accepting that the Court of Appeal was bound by two of its previous decisions on this point), it reserved its position as to the correctness of those prior decisions should the case proceed to the Supreme Court.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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