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 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. Buyer Purchaser may assign its rights and obligations under this Agreement to an entity sponsored by Inland Retail Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc. or Inland Real Estate Investment Corporation, or their affiliates, without the consent of Seller, provided Purchaser (a) provides written notice to Seller and Escrow Holder not later than five (5) days prior to the Closing Date; and (b) Purchaser remains liable to Seller for all obligations of Purchaser under this Agreement. Except as described in the previous sentence, Purchaser shall not assign, transfer or convey its rights or obligations under this Agreement or with respect to the Purchased Assets Property without the prior written consent of Seller, which consent Seller may withhold in its solesole and absolute discretion. Any such attested assignment without the prior written consent of Seller shall be void and Purchaser shall be deemed in default hereunder. Seller shall not assign, absolute and subjective discretion; provided, however, Buyer may assign transfer or convey its rights or obligations under this Agreement or with respect to the Agreement to an affiliated entity so long as (i) Buyer provides Seller with Property without the prior written notice consent of its intentions to assign its rights under this AgreementPurchaser, which written notice shall include the name of the assignee consent Purchaser may withhold in its sole 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 transactionabsolute discretion. Any such attempted assignment without the prior written consent of Seller which violates the provisions of this Section 16.2 Purchaser shall be void and Buyer Seller 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 herein, and the powers granted hereby 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 AssetsProperty. Any assignment shall not relieve the assigning party from its liability under this Agreement.

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 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 the Agreement hereunder to an affiliated entity so long as (ia) Buyer provides Seller with no less than five (5) days 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 blocksuch intended assignment, (iib) the assignee assumes in writing Buyer's obligations hereunder under this Agreement pursuant to an assignment and the assignee agrees in writing assumption agreement acceptable to be subject to all of the terms Seller, and conditions set forth in this Agreement, (iiic) 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 in violation of Seller which violates the provisions of this Section 16.2 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 Purchased AssetsProperty.