Common use of Assignment; Binding on Successors and Assigns Clause in Contracts

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. 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 ’s consent to an Affiliate (as hereinafter defined)any affiliate of, or any entity under common control with, Buyer, so long as (i) Buyer provides Seller with no less than ten (10) days prior to the Close of Escrow, Buyer provides Seller with 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 ’s signature block, (ii) the Affiliate assumes, jointly and severally, in writing Buyer's ’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 Exhibit I and made a part hereof (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"“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 without the prior written consent of the provisions of this SECTION 15.2 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 the Property.

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 ’s consent to an a single entity Affiliate (as hereinafter defined), so long as (i) Buyer provides Seller with no less than ten notice of such assignment at least five (105) business days prior written notice before the Closing Date 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 ’s signature block, (ii) the Affiliate assumes, jointly and severally, in writing Buyer's ’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 Exhibit J and made a part hereof (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"“Assignment and Assumption Agreement”), and (iii) Buyer shall not be released from its obligations hereunder; and (iv) the assignee to which Buyer is assigning this Agreement is able to make the representation and warranty in Section 12.1(b) herein without violating the same. As used in this SECTION Section 15.2, the term "“Affiliate" ” means (a) an entity (which may not consist of more than one 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 (which may not consist of more than one entity) at least a majority of whose economic interest is owned by Buyer, or (d) an entity in which Buyer, directly or indirectly through one or more subsidiaries has day-to-day control and an ownership interest; 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 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. 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 ’s consent to an Affiliate (as hereinafter defined), so long as (i) Buyer provides Seller with no less than ten notice of such assignment at least five (105) business days prior written notice before the Closing Date 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 ’s signature block, (ii) the Affiliate assumes, jointly and severally, in writing Buyer's ’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 Exhibit K and made a part hereof (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"“Assignment and Assumption Agreement”), and (iii) Buyer shall not be released from its obligations hereunder; and (iv) the assignee to which Buyer is assigning this Agreement is able to make the representation and warranty in Section 12.1(b) herein without violating the same. As used in this SECTION Section 15.2, the term "“Affiliate" ” means (a) an entity that is partially owned by Buyer or controlled (directly or indirectly controlsindirectly) by Buyer or one or more of Buyer’s current principals; provided, is controlled however, that, in no event shall Buyer be permitted to assign to multiple Affiliates (two or more), it being understood and agreed to 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 parties hereto that Buyer shall be deemed not take title 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 Propertya so-called “TIC” or tenant-in-common investment structure.

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 ’s consent to an Affiliate up to three (3) single-entity Affiliates (as hereinafter defined), so long as (i) Buyer provides Seller with no less than notice of such assignment at least ten (10) days prior written notice before the Closing Date 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 ’s signature block, (ii) the Affiliate assumes, jointly and severally, in writing writing, the Buyer's ’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 Exhibit J and made a part hereof (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"“Assignment and Assumption Agreement”), and (iii) Buyer shall not be released from its obligations hereunder; and (iv) the assignee to which Buyer is assigning this Agreement is able to make the representation and warranty in Section 12.1(b) herein without violating the same. As used in this SECTION Section 15.2, the term "“Affiliate" ” or “Affiliates” means (a) an entity (which may not consist of more than one 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 (which may not consist of more than one 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 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. 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 ’s consent to an a single entity 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 such assignment at least five (5) business days before the AffiliateClosing Date, which notice must be accompanied by the name of such assignee and such assignee's ’s signature block, (ii) the Affiliate assumes, jointly and severally, in writing Buyer's ’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 Exhibit M and made a part hereof (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"“Assignment and Assumption Agreement”), and (iii) Buyer shall not be released from its obligations hereunder; and (iv) the assignee to which Buyer is assigning this Agreement is able to make the representation and warranty in Section 12.1(b) herein without violating the same. As used in this SECTION Section 15.2, the term "“Affiliate" ” means (a) an entity (which may not consist of more than one entity) that directly or indirectly controls, is controlled by or is under common control with the Buyer, or (b) any fund or entity sponsored by Buyer, or (c) an entity (which may not consist of more than one entity) at least a majority of whose economic interest is interests are owned by Buyeran affiliate of CP Group Holdings LLC and an affiliate of the Related Companies; 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 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. Buyer shall not assign, transfer or convey its rights or obligations under this Agreement or with respect to the Property Interests 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 ’s consent to an Affiliate one or more single entity Affiliates (as hereinafter defined), but in no event greater than three (3) single entity Affiliates, so long as (i) Buyer provides Seller with no less than notice of such assignment at least ten (10) days prior written notice before the Closing Date of its intentions to assign its rights under this Agreement to the each Affiliate, which notice must be accompanied by the name of such assignee all assignees and such assignee's assignees’ signature block, (ii) the each Affiliate assumes, jointly and severally, in writing Buyer's ’s obligations hereunder and the each 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 Exhibit F and made a part hereof (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"“Assignment and Assumption Agreement”), and (iii) Buyer shall not be released from its obligations hereunder; and (iv) the assignees to which Buyer is assigning this Agreement are able to make the representation and warranty in Section 12.1(b) herein without violating the same. As used in this SECTION Section 15.2, the term "“Affiliate" ” means (a) an entity (which may not consist of more than one 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 (which may not consist of more than one 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 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.