Assignment; Binding on Successors and Assigns. Buyer shall not assign, transfer or convey its rights or obligations under this Agreement or with respect to the Property without the prior written consent of Seller, which consent Seller may withhold in its sole, absolute and subjective discretion; provided, however, Buyer may assign its rights under this Agreement without Seller's consent to an Affiliate (as hereinafter defined), so long as (i) Buyer provides Seller with no less than ten (10) days prior written notice of its intentions to assign its rights under this Agreement to the Affiliate, which notice must be accompanied by the name of such assignee and such assignee's signature block, (ii) the Affiliate assumes, jointly and severally, in writing Buyer's obligations hereunder and the Affiliate agrees in writing to be subject to all of the terms and conditions set forth in this Agreement pursuant to an assignment and assumption agreement substantially in the form attached hereto as EXHIBIT I and made a part hereof (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"), and (iii) Buyer shall not be released from its obligations hereunder. As used in this SECTION 15.2, the term "Affiliate" means (a) an entity that directly or indirectly controls, is controlled by or is under common control with the Buyer, (b) any fund or entity sponsored by Buyer, or (c) an entity at least a majority of whose economic interest is owned by Buyer; and the term "control" means the power to direct the management of such entity through voting rights, ownership or contractual obligations. Any attempted assignment in violation of the provisions of this SECTION 15.2 shall be void and Buyer shall be deemed in default hereunder. Any permitted assignments shall not relieve the assigning party from its liability under this Agreement. Subject to the foregoing, and except as provided to the contrary herein, the terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of and bind all parties hereto and their respective heirs, executors, administrators, successors and assigns, and all subsequent owners of the Property.
Assignment; Binding on Successors and Assigns. This Agreement and any of the rights, interests or obligations under this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against, the parties and their respective Specified Transferees, successors and assigns.
Assignment; Binding on Successors and Assigns. Neither Assignor nor Assignee shall assign this Assignment without the prior written consent of the other party, which consent Assignee or Assignor, as applicable, may withhold in its sole, absolute and subjective discretion. Any such attempted assignment without the prior written consent of the other party shall be void. Any permitted assignments shall not relieve the assigning party from its liability under this Assignment. Subject to the foregoing, and except as provided to the contrary herein, the terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of and bind all parties hereto and their respective heirs, executors, administrators, successors and assigns.
Assignment; Binding on Successors and Assigns. Buyer shall not assign, transfer or convey its rights or obligations under this Agreement or with respect to the Purchased Assets without the prior written consent of Seller, which consent Seller may withhold in its sole, absolute and subjective discretion; provided, however, Buyer may assign its rights under the Agreement to an affiliated entity so long as (i) Buyer provides Seller with prior written notice of its intentions to assign its rights under this Agreement, which written notice shall include the name of the assignee and the assignee's signature block, (ii) the assignee assumes in writing Buyer's obligations hereunder and the assignee agrees in writing to be subject to all of the terms and conditions set forth in this Agreement, (iii) Buyer shall not be released from its obligations hereunder, and (iv) such assignment shall not delay the closing of this transaction. Any attempted assignment without the prior written consent of Seller which violates the provisions of this Section 16.2 shall be void and Buyer shall be deemed in default hereunder. Any permitted assignments shall not relieve the assigning party from its liability under this Agreement. Subject to the foregoing, and except as provided to the contrary herein, the terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of and bind all parties hereto and their respective heirs, executors, administrators, successors and assigns, and all subsequent owners of the Purchased Assets.
Assignment; Binding on Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence and except as otherwise provided in this Agreement, this Agreement will be binding upon, inure to the benefit of, and be enforceable by and against, the parties and their respective successors and assigns (by reason of merger, consolidation, spin-off or split-off of the parties, or sale of substantially all of the assets or similar transaction or series of transactions).
Assignment; Binding on Successors and Assigns. No Buyer shall assign, transfer or convey its rights or obligations under this Agreement or with respect to the Portfolio without the prior written consent of Seller, which consent Seller may withhold in its sole, absolute and subjective discretion. Any attempted assignment without the prior written consent of Seller shall be void and Buyer shall be deemed in default hereunder. Any permitted assignments shall not relieve the assigning party from its liability under this Agreement. Subject to the foregoing, and except as provided to the contrary herein, the terms, covenants, conditions and warranties contained herein and the powers granted hereby shall inure to the benefit of and bind all parties hereto and their respective heirs, executors, administrators, successors and assigns, and all subsequent owners of each Property.
Assignment; Binding on Successors and Assigns. This Note shall not be assigned, transferred or otherwise conveyed by either party hereto except with the prior written consent of the other party. This Note and all of its terms, conditions and covenants are intended to be fully effective and binding, to the extent permitted by law, on the successors and permitted assigns of the parties.
Assignment; Binding on Successors and Assigns. This Agreement and any of the rights, interests or obligations under this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against, the parties hereto and their respective Permitted Transferees (except for those identified in clause (e) of the definition of Permitted Transferee), successors and assigns. Each Permitted Transferee (except for those identified in clause (e) of the definition of Permitted Transferee) shall execute and deliver a copy of this Agreement to PREIT and shall be bound by the terms and conditions of this Agreement as if such Permitted Transferee were an original party hereto.
Assignment; Binding on Successors and Assigns. Neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that either party may, without the prior written consent of the other party but upon at least 30 days’ written notice to the other party, assign this Agreement in connection with a sale, merger, or other business combination involving all or substantially all of its assets or equity interests; provided, however, that Owner shall have the right to reasonably evaluate the experience, qualifications, and financial standing of the proposed assignee and make reasonable objection thereto. The Owner shall notify OVG in writing of any objection to the proposed assignment (with reasonable specificity as to the nature of, and reason for, each such objection) within 10 days after OVG has notified Owner in writing of a proposed assignment. Owner’s consent to the assignment shall be presumed unless it has timely notified OVG of its objection(s) as provided herein. If Owner so objects, and Owner’s objections have not been resolved to Owner’s satisfaction, then OVG may proceed with the assignment only if OVG agrees in writing to remain liable to Owner under this Agreement for the performance of the duties of OVG hereunder, notwithstanding the assignment. Notwithstanding the foregoing, OVG may, without the necessity of obtaining Owner’s prior written consent, assign this Agreement to an Affiliate where such assignment is intended to accomplish an internal corporate purpose of OVG as opposed to materially or substantially altering the method of delivery of services to Owner or the kind or quality of the same. Any purported assignment in contravention of this Section shall be void. This Agreement is binding on successors and permitted assigns of the parties.
Assignment; Binding on Successors and Assigns. Neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that either party may, without the prior written consent of the other party but upon at least 30 days’ written notice to the other party, assign this Agreement in connection with a sale, merger or other business combination involving all or substantially all of its assets or equity interests, and Manager may further assign this Agreement to an Affiliate where such assignment is intended to accomplish an internal corporate purpose of Manager as opposed to materially and substantially altering the method of delivery of services to City. Any purported assignment in contravention of this Section shall be void. This Agreement is binding on successors and permitted assigns of the parties.
