Common use of Assignment by Buyer Clause in Contracts

Assignment by Buyer. Buyer shall have the right to assign this Agreement and no consent on the part of Seller shall be required for such assignment. In the event that Buyer assigns this Agreement, the assignee(s) of Buyer shall assume all obligations of Buyer hereunder; provided, that Buyer shall remain primarily liable for the performance of Buyer’s obligations hereunder. In addition, Buyer shall have the right to designate the grantee(s) on each of the Deeds and other documents to be delivered by Seller at Closing. In the event that the Property is acquired by a grantee other than Buyer as a result of Buyer’s designation in the Deeds and other documents as described in the preceding sentence, such grantee shall also succeed to all of Buyer’s rights under this Agreement including, but not limited to, all rights of Buyer arising out of or resulting from Seller’s representations and warranties made in Section 4.1, Seller’s indemnification of Buyer under Section 4.5.1 and Buyer’s right to recover Unpaid Rents collected by Seller under Section 5.8.2(b)(iv). Any such grantee shall be deemed to have assumed Buyer’s obligations to Seller under this Agreement including, but not limited to, all rights of Seller arising out of or resulting from Buyer’s representations and warranties made in Section 4.2, Buyer’s indemnification of Seller under Section 4.5.2 and Seller’s right to recover Unpaid Rents collected by Buyer under Section 5.8.2(b)(iv).

Assignment by Buyer. Buyer shall have the right to assign this the Agreement and no subject to Seller’s consent on the part of Seller not to be unreasonably withheld; provided Seller’s consent shall not be required for such assignment. In (1) transfers to assignees that at the event that time of transfer are at least as creditworthy as Buyer assigns this Agreementwas on the Execution Date, the assignee(sor (2) of Buyer shall assume transfers to any entity succeeding to all obligations of Buyer hereunder; provided, that Buyer shall remain primarily liable for the performance of Buyer’s obligations hereunder. In addition, Buyer shall have the right to designate the grantee(s) on each of the Deeds and other documents to be delivered by Seller at Closing. In the event that the Property is acquired by a grantee other than Buyer as a result of Buyer’s designation in the Deeds and other documents as described in the preceding sentence, such grantee shall also succeed to or substantially all of Buyer’s assets. Notwithstanding the foregoing, Buyer may, without relieving itself from liability hereunder, transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds under the Agreement to unrelated third parties for financing purposes. In connection with any assignment made pursuant to the previous sentence, at the request of Buyer, Seller shall execute a consent to assignment in form and substance reasonably satisfactory to Seller, but which consent shall not adversely affect Seller’s rights hereunder; and provided further, Buyer shall be responsible for Seller’s reasonable documented costs associated with review, negotiation, execution and delivery of such documents, including attorneys’ fees. Upon any permitted assignment of Buyer’s rights, duties and obligations under the Agreement by an assignee under this Agreement includingSection 14.5(b) (other than for financing purposes, but not limited toas described herein), such assignee shall agree in a writing in form and substance reasonably acceptable to Seller to assume and be bound by the terms and conditions hereof, including all rights of Buyer arising out of or resulting from Seller’s representations and warranties made in Section 4.1, Seller’s indemnification of Buyer under Section 4.5.1 and Buyer’s right to recover Unpaid Rents collected by Seller under Section 5.8.2(b)(iv). Any rights, duties, obligations and liabilities hereunder, and, upon such grantee assumption in full, Buyer shall be deemed to have assumed Buyer’s obligations to Seller under released and discharged from this Agreement including, but not limited to, all rights of Seller arising out of or resulting from Buyer’s representations and warranties made in Section 4.2, Buyer’s indemnification of Seller under Section 4.5.2 and Seller’s right to recover Unpaid Rents collected by Buyer under Section 5.8.2(b)(iv)Agreement.

Assignment by Buyer. Buyer may assign Buyer's rights under this Agreement without Seller's consent only so long as all of the following conditions are satisfied: (a) the assignee of Buyer must be an entity which is directly or indirectly owned and controlled by the same entity which directly or indirectly owns and controls Buyer; (b) the Deposit must have been delivered to Escrow Holder and disbursed to Seller; (c) the Due Diligence Deadline shall have occurred and Buyer shall have delivered an Approval Notice to proceed with the right to assign this Agreement and no consent on acquisition of the part of Seller shall be required for such assignment. In the event that Buyer assigns this Agreement, the assignee(sProperty; (d) of Buyer shall assume all obligations of Buyer hereunder; provided, that Buyer shall remain primarily liable for the performance of Buyer’s 's obligations hereunder. In addition, Buyer shall have under this Agreement; (e) the right to designate the grantee(s) on each of the Deeds and other documents to be delivered by Seller at Closing. In the event that the Property is acquired by a grantee other than Buyer as a result of Buyer’s designation assignee must expressly assume in the Deeds and other documents as described in the preceding sentence, such grantee shall also succeed to writing all of Buyer’s 's obligations under this Agreement, and Buyer shall deliver to Seller a copy of the fully executed written assignment and assumption agreement between Buyer and such assignee at or before the Closing; and (f) the Assignee must expressly reaffirm in writing for Seller's benefit the disclaimer, "as is", limited liability and release and other provisions in Section 10, Section 11 and Section 12 of this Agreement. Any assignment of Buyer's rights under this Agreement including, but without the prior written consent of Seller which does not limited to, all rights satisfy the requirements in the foregoing clauses (a) through (f) of Buyer arising out of or resulting from Seller’s representations and warranties made in this Section 4.1, Seller’s indemnification of Buyer under Section 4.5.1 and Buyer’s right to recover Unpaid Rents collected by Seller under Section 5.8.2(b)(iv). Any such grantee 15.2 shall be deemed to have assumed Buyer’s obligations to Seller under this Agreement including, but not limited to, all rights of Seller arising out of or resulting from Buyer’s representations and warranties made in Section 4.2, Buyer’s indemnification of Seller under Section 4.5.2 and Seller’s right to recover Unpaid Rents collected by Buyer under Section 5.8.2(b)(iv)void.