Fill and Sign the Agency Burrowing University of Michigan Law School Form

§ 3.13 Negotiating and Drafting the Assignmen t and Delegation Provision: The Anti-Deleg ation Clause Page 73 Example 1 No party may delegate any performance under this Agreement. Example 2 (a) No Assignments. No party may assign any of its rights under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner. (b) No Delegations. No party may delegate any performance under this Agreement. (c) Ramifications of Purported Assignment or Delegation. Any purported assignment of rights or delegation of performance in violation of this Section is void. Page 74 Example 3 No party may assign any rights under this Agreement, but each party may delegate its performance to any Person. Example 4 No party may assign any rights or delegate any performance under this Agreement, except that Chocolate Inc. may delegate its performance to Vanilla Corp. Page 75 Delegation. (a) No Delegations. Neither party may delegate any performance under this Agreement, except that Chocolate Inc. may delegate its performance to Raspberry Swirl Corp. (the “Delegate”) before June 6, 20XX if the Delegate delivers to Vanilla Corp. [the nondelegating party] the following documents on or before the delegation: (i) An assumption, executed and delivered by the Delegate, substantially in the form of Exhibit A. (ii) A certified copy of the certificate of incorporation and bylaws of the Delegate. (iii) An opinion of the Delegate’s counsel that the assumption has been duly executed and delivered by the Delegate, and that the assumption is valid, binding, and enforceable. (iv) The Delegate’s most recent audited fiscal year-end financial statements, without any qualifications, and showing the Delegate to have a net worth of at least $20,000,000 as of its most recent fiscal year-end. Delivery of each of these documents is a condition precedent to the effectiveness of Chocolate Inc.’s delegation. (b) Ramification of Purported Delegation. Any purported delegation of performance under this Agreement in violation of this Section is void. Page 76 Despite any delegation, the delegating party remains liable for the performance it delegated. Page 77 Contemporaneously with the delegation, the delegating party is released from all its performance obligations under this Agreement. *** Upon the request of the delegating party, the nondelegating party shall promptly execute and deliver to the delegating party a document, substantially in the form of Exhibit A, evidencing the delegating party’s release from all its performance obligations under this Agreement. The parties acknowledge that this document is merely evidence of release and is unnecessary to accomplish the release of the delegating party.