Home / 英文契約 / 一般条項_譲渡可能性(Assignment)





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Neither party may assign, pledge or otherwise encumber this Agreement or its any right and obligation hereunder, without the prior written consent of the other party.




The right to receive insurance benefits may not be transferred, pledged as collateral, or levied.



Assignment and Change of control



a contract term that gives one party increased protection if the other party’s controlling shares are transferred

In commercial contracts a change of control clause will often give the party who is not subject to a change in ownership the right to terminate the agreement in the event of a change of control of the other party. Play




Neither party may assign to any third party this Agreement or any right or obligation under this Agreement without prior written approval from the other party.



This Agreement or any part of this Agreement may not be assigned or transferred by either party without the prior written consent of the other party. Any assignment or transfer without such consent shall be null and void.




wholly-owned subsidiary(完全子会社)への譲渡や包括承継


Each party hereto shall have the right to assign this Agreement and to assign its rights and delegate its duties under this Agreement, either in whole or in part, at any time upon notice to the other party and without the other party’s consent, to any present or future direct or indirect wholly-owned subsidiary of such assigning party.






Counter1:However, in such event, Assigner shall remain liable for any breach of this Agreement.(譲受人の債務不履行の場合の損害賠償)

Counter2:Assigner shall cause such Assignee to perform this Agreement as fully and effectively as if were performed by Assigner and Assigner shall unconditionally guarantee such performance.(履行保証)

Except to transferring business

Except to any legal person acquiring all or substantially all the business and assets of such Party.


The other party shall not withhold such approval without reasonable grounds.



Assignment and Delegation    譲渡または下請の禁止


Neither party shall assign this Agreement or its rights under this Agreement or delegate its obligation under this Agreement without the other Party’s prior written consent, which consent shall not be unreasonably withheld.



not relieved of obligation譲渡・下請後も元の契約者が責任を免れない

In the event of such assignment or delegation, the assigning or delegation party shall remain liable to the other party and shall not be relieved of any obligation under this Agreement.



Notwithstanding the foregoing, such assignment or delegation shall not release such assigning party from any of its obligations under this Agreement



Assignment, pledge, otherwise encumber

Without the prior written consent of the other party, neither party may assign, pledge or otherwise encumber this Agreement or its rights hereunder.




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一般条項_完全合意(Entire Agreement)

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