In addition to the Termination Events above, if the Services [Schedule A] of the General Services Agreement of even date between the parties to this Agreement expires, does not renew or terminates for any reason within the initial term and the Parties have not reached agreement on the delivery of the Software herein, then Cardlytics may terminate this Software License, Customization and Maintenance Agreement, including without limitation the Term License, shall terminate at the same time.

Neither Party may assign this Agreement or any of the rights hereunder or delegate any of its obligations hereunder, without the prior written consent of the other Party, and any such attempted assignment shall be void, except that [[Bank of America:Organization]] or any permitted [[Bank of America:Organization]] assignee may assign any of its rights and obligations under this Agreement (including, without limitation, any individual Order) to any [[Bank of America:Organization]] Affiliate, the surviving corporation with or into which [[Bank of America:Organization]] or such assignee may merge or consolidate or an entity to which [[Bank of America:Organization]] or such assignee transfers all, or substantially all, of its business and assets. [[Bank of America:Organization]] may not unreasonably withhold its consent of assignment in the event the [[Organization A:Organization]] merges or consolidates with another entity.

Participants eligible to receive incentive awards shall not have any right to pledge, assign, or otherwise dispose of any unpaid or projected awards.

Non-assignment of Claims. Each Party warrants and represents that he or it has not transferred or assigned to any other person, firm, corporation or other legal entity any claims, rights or causes of action against any person or entity released by this Agreement.

Assignment. This Agreement shall be binding upon the successors and permitted assigns of each of the parties hereto. Except as permitted herein, neither party may assign this Agreement or any of its respective rights hereunder without the prior written consent of the non-assigning party. Notwithstanding anything to the contrary contained herein, Seller acknowledges that Buyer intends to assign its rights to acquire a portion of the Shares to a third party, and Seller hereby agrees and consents to such assignment. Seller further agrees that any and all cash proceeds she receives from the sale of such Shares to Buyer’s assignee shall reduce the amount of, and be applied against, the Closing Cash Payment payable by Buyer hereunder. In connection with such sale by Seller to Buyer’s assignee, Seller shall execute such agreements and instruments as are reasonably necessary to transfer free and clear title to the Shares purchased by Buyer’s assignee to Buyer’s assignee, including, without limitation, a stock purchase agreement substantially similar to the terms of this Agreement.

Assignment. Except as otherwise expressly provided in this Agreement, neither Party may assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations, hereunder without the prior written consent of the other Party (which consent may not be unreasonably withheld, conditioned, or delayed). Any purported assignment or other transfer in violation of this Section 11 is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to Paragraph 5 of this Agreement, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Credit Agreement, as of the Assignment Date (as defined in Section 7 below): # all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of its Commitment and outstanding Loans, as applicable, and a corresponding interest in and to all other rights and obligations of the Assignor under the respective facilities identified below (including without limitation any guarantees included in such facilities); and # to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to [clause (i) above] (the rights and obligations sold and assigned pursuant to [clauses (i) and (ii) above] being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Agreement, without representation or warranty by the Assignor.

The Tenant shall not assign the whole of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld.

Assignment. Pursuant to [Section 8.6] of the Purchase Agreement, the Purchaser has assigned its right to enter into the Local Transfer Agreements to its subsidiaries set forth on [Exhibit L] attached hereto.

Assignment. Neither party shall (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement. Any such assignment shall be void. Subject to the foregoing restriction on assignment by ICV, this Agreement shall be fully binding upon, inure to the benefit of, and be enforceable by the successors, assigns and legal representatives of the respective parties to this Agreement.

Assignment. Neither the Company nor Abrams may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of Abrams to any affiliate or in the event that the Company shall after the Effective Date effect a reorganization, consolidate with or merge into, any entity or transfer all or substantially all of its properties or assets to any entity. This Agreement shall inure to the benefit of and be binding upon the Company and Abrams, their respective successors, executors, administrators, heirs and permitted assigns.

Assignment. This Agreement shall not be assignable by any party, except by Penns Woods to any affiliated company or to any successor in interest to its businesses.

Assignment. The provisions of this Note shall be binding upon and inure to the benefit of each of the Company and Holder and their respective successors and assigns, provided that the Company shall not have the right to assign its rights and obligations hereunder or any interest herein. This Note may be endorsed, assigned and transferred in whole or in part by Holder to any other Person.

Assignment. This Agreement will not be assignable, in whole or in part, by either party without the prior written consent of the other party, except that the Company may, without the consent of Executive, assign its rights and obligations under this Agreement # to an Affiliate or # to any corporation or other person or business entity to which the Company may sell or transfer all or substantially all of its assets; provided, however, that the Company’s assignment of rights may only take place if the assignee accepts and agrees to all of the obligations to Executive under this Agreement. After any such assignment by the Company, the Company will be discharged from all further liability hereunder and such assignee will thereafter be deemed to be “the Company” for purposes of all terms and conditions of this Agreement, including this [Section 7]. For the avoidance of doubt, in the event of Executive’s death, all payments and obligations to Executive shall be paid to Executive’s estate.

Assignment. This Agreement may not be assigned or transferred by either Party, in whole or in part, without the prior written consent of the other Party; provided that, without consent of the other Party, either Party may assign this Agreement, in whole or in part, to any of its Affiliates if such Party guarantees the performance of this Agreement by such Affiliate; and provided further that, without consent of the other Party, either Party may assign this Agreement to a successor to all or substantially all of the assets or business of such Party to which this Agreement relates, whether by merger, sale of stock, sale of assets or other similar transaction or series of transactions if such successor agrees in writing to be bound by all obligations to the other Party under this Agreement. Any assignment in violation of this provision is void and without effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their permitted successors, legal representatives and assigns. In the event WuXi assigns or transfers any of the Licensed IP to a Third Party, WuXi shall impose on such assignee or transferee such obligations as are necessary so that Arcus retains and obtains all of the rights to which it is entitled with respect to such Licensed IP under this Agreement.

Assignment. No Party shall assign this Agreement, or any rights, interests or obligations hereunder, without the prior written consent of the other Party, in its sole discretion, and any attempted assignment without such consent shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Assignment. This Agreement shall be for the benefit of, and shall be binding upon, the successors and assigns of the parties hereto. You agree not to assign this Agreement without the prior written consent of the Company.

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.