Assignment by Buyer; Successors and Assigns Sample Clauses

Assignment by Buyer; Successors and Assigns. Buyer shall have the right to assign Buyer’s rights hereunder to acquire the assets to be conveyed under this Agreement in whole or in part to one or more Subsidiaries of Buyer, provided that: (i) Buyer shall give written notice to Sellers of such assignment at least ten (10) Business Days prior to the Closing; and (ii) Buyer shall not be released from liability under this Agreement. Except as provided in this Section 17.13, Buyer shall not have the right to assign this Agreement at or before the Closing without the prior written consent of Sellers, and any such assignment or attempted assignment without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
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Assignment by Buyer; Successors and Assigns. Buyer shall have the right to assign Buyer’s right to acquire the Properties and other Property under this Agreement to the wholly owned subsidiaries of Buyer listed on the attached Schedule 19.13, provided that: (i) Buyer shall give written notice to Sellers of such assignment at least ten (10) Business Days prior to the Closing (failing which it will be assumed by the Parties that Buyer will partially assign this Agreement to the assignees listed on Schedule 19.13 as applicable); (ii) Buyer shall not be released from liability under this Agreement; (iii) the assignee is approved in advance and in writing by each applicable Ground Lessor or Ground Lessor’s Lender, if required; and (iv) if required by the Ground Lessor at with respect to any ground lease that permits the Ground Lessor to review the financial wherewithal of a potential assignee in connection with such Ground Lessor’s Consent, and subject to the provisions of Section 13.5(b), Buyer shall provide a guaranty of the applicable subsidiary’s obligations under such Ground Lease in a form reasonably acceptable to Buyer. Except as provided in this Section 19.13, Buyer shall not have the right to assign this Agreement without the prior written consent of Sellers, each applicable Ground Lessor and each applicable Ground Lessor’s Lender, and any such assignment or attempted assignment without such consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
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Assignment by Buyer; Successors and Assigns. Buyer shall have the right to assign Buyer’s right to acquire the Golf Course Properties and other Property under this Agreement to a wholly owned subsidiary of Buyer, provided that: (i) Buyer shall give written notice to Sellers of such assignment at least fifteen (15) Business Days prior to the Closing; (ii) Buyer shall not be released from liability under this Agreement; (iii) the assignee is approved in advance and in writing by each applicable Landlord or Landlord’s Lender; and (iv) if required by a Landlord or Landlord’s Lender in connection with their respective Landlord’s Consents, and subject to the provisions below, Buyer shall provide a guaranty of the applicable subsidiary’s obligations under the Lease in a form reasonably acceptable to Buyer. Buyer and EAGL agree to make representatives available for all meetings with Landlords concerning requests for Landlord’s Consents and estoppels. The parties shall cooperate in setting meetings with Landlords and in providing such information as Landlords may request concerning the financial condition, operations and experience of those affiliates of Buyer and EAGL that are designated to assume the Tenant’s obligations under the Lease. Requests for Landlord’s Consents shall initially be made without offering a guaranty of the new Tenant’s parent company. However, if the applicable Landlord’s response to a request for a Landlord’s Consent indicates that the Landlord does not find the proposed Tenant’s financial condition acceptable, Buyer or EAGL, as applicable, agree to offer the Landlord a guaranty by such party’s parent company (or such affiliate thereof as the Landlord may accept) of those obligations of the Tenant under the Lease that arise from and after the Closing Date. The form of guaranty shall be reasonably acceptable to Buyer and shall in no event obligate the guarantor thereunder to guaranty any obligations other than those obligations of the Tenant under the applicable Lease arising from and after the date of assignment. A Landlord’s Consent shall not be deemed to have been refused or otherwise unavailable for purposes of Sections 4.1(d) or (e) unless a guaranty of the applicable Tenant’s parent company (or an affiliate acceptable to the Landlord) in the manner, scope and form set forth hereinabove shall have been offered to the Landlord and refused. It is understood and agreed that under no circumstances shall CNL be obligated to provide a parent entity guaranty with respect to any EAGL Leas...
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Related to Assignment by Buyer; Successors and Assigns

  • Assignment; Successors and Assigns, etc Neither the Employer nor the Executive 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 party; provided that the Employer may assign its rights under this Agreement without the consent of the Executive in the event that the Employer shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Employer and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

  • Assignment; Successors and Assigns Neither of the parties hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

  • Successors and Assigns; Assignment Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

  • Transfer; Successors and Assigns The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

  • Execution; Successors and Assigns This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their respective successors and assigns.

  • Successors and Assignments 5.5.1 With the written consent of the Owner, the Professional may assign a portion of his financial interest to a recognized financial institution for underwriting operations covered by this Agreement. The Owner and the Professional each binds himself, his Partners, Successors, Assigns, and legal Representatives or such other party in respect to all covenants of this Agreement. Neither the Owner, nor the Professional, shall assign, sublet, or transfer interest in this Agreement without the written consent of the Owner.

  • Successors and Assignment This Agreement shall (a) be binding upon and inure to the benefit of all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law), and (b) be binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Independent Director. The Independent Director has no power to assign this Agreement or any rights and obligations hereunder.

  • Assignment; Binding Upon Successors and Assigns No party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  • Binding on Successors, Transferees and Assigns; Assignment This Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon the Grantors and their successors, transferees and assigns and shall inure to the benefit of and be enforceable by each Secured Party and its successors, transferees and assigns; provided that no Grantor may (unless otherwise permitted under the terms of the Credit Agreement or this Security Agreement) assign any of its obligations hereunder without the prior written consent of all Lenders.

  • Survival; Successors and Assigns This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Obligations are outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

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