Common use of Assignment by Buyer Clause in Contracts

Assignment by Buyer. Buyer shall have the right to assign this Agreement to such other entity in which Buyer has an ownership interest and management control by delivering to the Seller Representative, on behalf of the Seller Parties, a written assignment and assumption agreement (“Contract Assignment”) under which the assignee assumes all of Buyer’s obligations under this Agreement. The Seller Parties shall have the right to approve the form and 105 substance of the Contract Assignment, which approval shall not be unreasonably withheld, conditioned or delayed. Except as provided in the foregoing two sentences, Buyer shall have no right to assign or transfer its rights under this Agreement except with the prior written consent of the Seller Parties, which the Seller Parties may withhold in their sole and absolute discretion. The Seller Parties shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement on the part of Buyer. No assignment shall relieve or excuse Buyer of its obligations and liability hereunder. The Seller Parties’ consent to any one assignment shall not be deemed consent to any other assignment or a waiver of the requirement for its consent to any other assignment.

Assignment by Buyer. Buyer shall have the right to assign this Agreement to such other entity in which Buyer has an ownership interest and management control by delivering to the Seller Representative, on behalf of the Seller Parties, a written assignment and assumption agreement (“Contract Assignment”) under which the assignee assumes all of Buyer’s obligations under this Agreement. The Seller Parties shall have the right to approve the form and 105 substance of the Contract Assignment, which approval shall not be unreasonably withheld, conditioned or delayed. Except as provided in the foregoing two sentences, Buyer shall have no right to assign or transfer its rights under this Agreement except with the prior written consent of the Seller PartiesSeller, which the Seller Parties may withhold in their its sole and absolute discretion. The Seller Parties shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement on the part of Buyer. No assignment shall relieve or excuse Buyer of its obligations and liability hereunder. The Seller Parties’ Seller’s consent to any one assignment shall not be deemed a consent to any other assignment or a waiver of the requirement for its consent to any other assignment.

Assignment by Buyer. Buyer shall have the right to assign this Agreement to such other entity in which Because Buyer has an ownership interest been selected by Seller to purchase this Property through a bid process and management control by delivering to the Seller Representative, on behalf identity of the Seller Parties, a written assignment and assumption agreement (“Contract Assignment”) under which the assignee assumes all of Buyer’s obligations under this Agreement. The Seller Parties shall have the right to approve the form and 105 substance Buyer is of the Contract Assignmentutmost important to Seller, which approval shall not be unreasonably withheld, conditioned or delayed. Except as provided in the foregoing two sentences, prior to Closing Buyer shall have no right to assign or transfer its rights under this Agreement except with the prior written consent of the Seller PartiesSeller, which Seller may in its sole discretion deny; provided, however, that Seller will not unreasonably withhold its consent if Buyer seeks to assign its rights under this Agreement to a corporation or partnership which is at least fifty percent (50%) owned by Buyer. Sale of shares or partnership interests or other ownership units in Buyer (other than on a nationally recognized stock exchange or over-the-counter market) shall constitute an assignment subject to the terms of this Section. Seller Parties may withhold in their sole and absolute discretion. The Seller Parties shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement on the part of Buyer. No assignment shall relieve or excuse Buyer of its obligations and liability hereunder. The Seller Parties’ Seller's consent to any one assignment shall not be deemed consent to any other assignment or a waiver of the requirement for its consent to any other assignment.

Assignment by Buyer. Except as herein expressly provided, Buyer shall not, without the prior written consent of Seller, which Seller may withhold in its sole and absolute discretion, assign any of Buyer’s rights hereunder or any part thereof to any person, firm, partnership, corporation or other entity. If any assignment is made with the consent of Seller, then the sale contemplated by this Agreement shall be consummated in the name of, and by and through the authorized officials of, any such assignee but Buyer shall remain liable hereunder. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement without Seller's consent to such other entity in which one (1) or more Affiliates of Buyer has an ownership interest and management control by delivering or Bluerock. Buyer shall give Seller written notice of the assignment of this Agreement to the Affiliate and shall provide Seller Representative, on behalf with a copy of the Seller Parties, a written fully-executed assignment and assumption agreement (“Contract Assignment”) under which agreement. The Affiliate shall assume the assignee assumes all obligations of Buyer’s obligations Buyer under this Agreement. The Seller Parties shall have the right to approve the form and 105 substance of the Contract Assignment, which approval provided, however, that such assignment shall not be unreasonably withheld, conditioned or delayed. Except as provided in the foregoing two sentences, Buyer shall have no right to assign or transfer its rights under this Agreement except with the prior written consent of the Seller Parties, which the Seller Parties may withhold in their sole and absolute discretion. The Seller Parties shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement on the part of Buyer. No assignment shall relieve or excuse Buyer of its obligations under this Agreement unless and liability hereunder. The Seller Parties’ consent to any one assignment shall not be deemed consent to any other assignment or a waiver of the requirement for its consent to any other assignmentuntil Closing occurs.

Assignment by Buyer. Prior to Closing, Buyer shall have the right to assign this Agreement to such a corporation or other entity in which Buyer has an ownership interest and management controlling, controlled by or under common control with Buyer, by delivering to the Seller Representative, on behalf of the Seller Parties, a written assignment and assumption agreement (“Contract Assignment”) under which the assignee assumes all of Buyer’s 's obligations under this Agreement. The Seller Parties shall have For purposes hereof, "control" means the direct or indirect (A) ownership of more than 50% of the capital and profits interest, coupled with (B) the right to approve the form and 105 substance elect a majority of the Contract Assignment, which approval shall not be unreasonably withheld, conditioned board of directs or delayedsimilarly direct such entity. Except as provided in the foregoing two sentencessentence, Buyer shall have no right to assign or transfer its rights under this Agreement except with the Seller's prior written consent of the Seller Partiesconsent, which the Seller Parties may withhold in their its sole and absolute discretion. The Seller Parties shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement on the part of Buyer. No assignment shall relieve or excuse Buyer of its obligations and liability hereunder. The Seller Parties’ Seller's consent to any one assignment shall not be deemed consent to any other assignment or a waiver of the requirement for its consent to any other assignment.

Assignment by Buyer. Buyer shall have the right to assign this Agreement to such other entity in which Buyer has an ownership interest and management control by delivering to the Seller Representative, on behalf of the Seller Parties, a written assignment and assumption agreement (“Contract Assignment”) under which the assignee assumes all of Buyer’s obligations under this Agreement. The Seller Parties shall have the right to approve the form and 105 substance of the Contract Assignment, which approval shall not be unreasonably withheld, conditioned or delayed. Except as provided in the foregoing two sentences, Buyer shall have no right to assign or transfer its rights under this Agreement except with the prior written consent of the Seller Parties, which the Seller Parties may withhold in their sole and absolute discretion. The Seller Parties shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement on the part of Buyer. No assignment shall relieve or excuse Buyer of its obligations and liability hereunder. The Seller Parties’ consent to any one assignment shall not be deemed consent to any other assignment or a waiver of the requirement for its consent to any other assignment.