Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

Assignment. Advisor agrees that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets (collectively, “Inventions”) conceived, made or discovered by Advisor, solely or in collaboration with others, during the period of this Agreement which relate in any manner to the business of the Company that Advisor may be directed to undertake, investigate or experiment with, or which Advisor may become associated with in work, investigation or experimentation in the line of business of Company in performing the Services hereunder, are the sole property of the Company. Advisor further agrees to assign (or cause to be assigned) and does hereby assign fully to the Company all Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

Assignment. This Agreement is personal between Employer and Employee and may not be assigned; provided, however, that Employer shall have the absolute right at any time, or from time to time, to sell or otherwise dispose of its assets or any part thereof, to reconstitute the same into one or more subsidiary corporations or divisions or to merge, consolidate or enter into similar transactions. In the event of any such assignment, the term "Employer" as used herein shall mean and include such successor corporation.

Assignment. No party may assign this Agreement or assign its respective rights or delegate their duties (by operation of Law or otherwise), without the prior written consent of the other parties. This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

Assignment. This Agreement and/or its payments may be assigned with prior written consent by the Company and Consultant.

Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by any Party without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.

Assignment. This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of the laws of intestate succession) or by the Company (any such purported assignment by either shall be null and void), except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or business of the Company.

Assignment. This Management Agreement shall not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties which consent shall not be unreasonably withheld, conditioned or delayed. This Management Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

Assignment. No TRA Party is permitted to assign, sell, transfer, pledge, delegate, or otherwise dispose of any interest, right or obligation under this Agreement without the prior written approval of the Board (not to be unreasonably withheld, conditioned or delayed); provided, that to the extent Company Units are transferred in accordance with the terms of the Company LLC Agreement, the transferring TRA Party shall assign to the transferee of such Company Units the transferring TRA Party’s rights under this Agreement as long as such transferee has executed and delivered or, in connection with such transfer, executes and delivers, a Joinder agreeing to become a “TRA Party” for all purposes of this Agreement.

Assignment. To the extent any Work Product has not automatically vested in the Company by operation of law, Executive hereby irrevocably conveys, transfers and assigns to the Company all right, title and interest in and to all Work Product, including the right to receive all past, present and future proceeds and damages therefrom, and the right to claim priority with respect thereto. If any Work Product cannot be assigned by Executive to the Company (such as any “moral rights of authors”), Executive hereby irrevocably and perpetually waives Executive’s right to assert such rights and consents to any action of the Company that would violate such rights in the absence of such consent. When requested, Executive will (without additional compensation, but at Company’s expense) execute any documents or instruments lawfully requested by the Company to formally convey and transfer ownership of any Work Product and assist the Company and its designee and take all actions to evidence, secure, prosecute, obtain, protect, enforce or defend the Work Product for the Company’s benefit. Executive appoints the Company as Executive’s agent and grants the Company a power of attorney for the limited purpose of executing all such documents and to do all other lawful acts that the Company is entitled to require Executive to do pursuant to this Section 5(a). The foregoing appointment is deemed to be coupled with an interest and therefore irrevocable. This Agreement does not apply to, and Executive has no obligation to assign to the Company, an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on my own time, unless # the invention directly relates # to the business of the Company, or # to the Company’s actual or demonstrably anticipated research and development, or # the invention results from any work performed by Executive for the Company.