Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all of its rights under the Assigned Contracts. No liabilities under any Contract shall be included as Assumed Liabilities except and unless as expressly provided in Section 2.4. Seller and the Principal Owners shall advise Buyer promptly in writing with respect to any Contract under which it knows or has reason to believe it will not receive the required consent. Seller and the Principal Owners shall take all actions reasonably requested by Buyer and cooperate with Buyer to obtain any new Contract (if necessary) on substantially similar terms and conditions as those under the existing Contract and/or to provide the economic benefit of such Contract to Buyer. Notwithstanding the foregoing, and without affecting the Buyer’s closing conditions hereunder, to the extent that any Assigned Contracts cannot be assigned to the Buyer at the Closing Date, the Seller shall maintain such Contracts in effect and, as agent for Buyer, the performance obligations of the Seller, as the case may be, thereunder shall be deemed to be subleased or subcontracted to the Buyer until such Assigned Contract has been assigned. Seller shall (i) use all Commercially Reasonable Efforts to obtain all necessary consents, (ii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of rights) under any such Assigned Contracts that Buyer designates that it wishes to be assigned, including enforcement for the benefit of the Buyer of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer (unless otherwise agreed to in this Agreement), and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible (unless otherwise agreed to in this Agreement).
Assignment of Contracts and Warranties. Each Seller assigns to the Buyer effective from and after the Closing all right, title and interest of each Seller and its Affiliates in, to and under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer, the performance obligations of the applicable Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Buyer shall reasonably assist each Seller in obtaining any necessary approvals to such subleases and subcontracts. The Buyer shall take all necessary actions to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and each Seller shall pay over to the Buyer any amounts received by such Seller after the Closing Date as a result of performance by the Buyer of such Contracts; PROVIDED; HOWEVER, to the extent any such Contract is a Key Contract, nothing set forth herein shall require the Buyer to assume any obligation of any of the Sellers under such Key Contract until the consent to assignment with respect thereto has been obtained unless the 38
Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Sellers shall assign to the Buyer all of their respective rights under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer at the Closing Date, the performance obligations of either Seller thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Buyer shall reasonably assist the Sellers in obtaining any necessary approvals to such subleases and subcontracts. The Sellers shall use their commercially reasonable efforts to obtain all necessary consents and the Buyer shall take all necessary actions to perform and complete all Contracts in accordance with their terms if neither assignment, subleasing nor subcontracting is permitted by the other party, and the Sellers shall pay over to the Buyer any amounts received by either Seller after the Closing Date as a result of performance by the Buyer of any such Contracts.
Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Companies shall assign to the Buyer all their respective rights under the Contracts. Notwithstanding the foregoing, no Contract shall be assigned contrary to law or the terms of such Contract and, with respect to Contracts that cannot be assigned to the Buyer at the Closing Date, the performance obligations of the Companies thereunder shall, unless not permitted by such Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. The Companies shall (i) use their best efforts to obtain all necessary consents, (ii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of the Companies' rights) under any such Contracts, including enforcement for the benefit of the Buyer (and at the Buyer's expense) of any and all rights of the Companies against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer and (iv) remit such money to the Buyer as promptly as possible.
Assignment of Contracts and Warranties. Notwithstanding anything contained herein to the contrary, no Assumed Contract shall be assigned contrary to law or the terms of such Assumed Contract and, with respect to Assumed Contracts that cannot be assigned to Company at the Closing Date, the performance obligations of Parent thereunder shall, unless not permitted by such Assumed Contract, be deemed to be subleased or subcontracted to Company until such Assumed Contract has been assigned. Parent and Company shall (i) use reasonable efforts to obtain all necessary consents and (ii) cooperate with each other in any arrangement designed to provide to Company the benefits (including the exercise of rights) under any such Assumed Contracts, including enforcement for the benefit of Company (and at Company's expense) of any and all rights of Parent against a third party thereto arising out of the breach or cancellation by such third party or otherwise. Parent shall (i) hold all monies paid thereunder in trust for the account of Company and (ii) remit all such money without set-off of any kind whatsoever to Company as promptly as possible. Company shall indemnify Parent with respect to any obligations or liabilities under or respect to any of such Assumed Contracts.
Assignment of Contracts and Warranties. At the Closing and effective as of the Closing Date, the Seller shall assign to the Buyer all their rights under the Assigned Contracts. Notwithstanding the foregoing, no Assigned Contract shall be assigned contrary to law or the terms of such Assigned Contract and, with respect to Assigned Contracts that cannot be assigned to the Buyer at the Closing Date, the performance obligations of the Seller, as the case may be, thereunder shall, unless not permitted by such Assigned Contract, be deemed to be subleased or subcontracted to the Buyer until such Contract has been assigned. Seller shall (i) use its best efforts to obtain all necessary consents, (ii) cooperate with the Buyer in any arrangement designed to provide to the Buyer the benefits (including the exercise of rights) under any such Assigned Contracts, including enforcement for the benefit of the Buyer (and at the Buyer's expense) of any and all rights of Seller against a third party thereto arising out of the breach or cancellation by such third party or otherwise, (iii) hold all monies paid thereunder in trust for the account of the Buyer and (iv) remit all such money without set-off of any kind whatsoever to the Buyer as promptly as possible.
Assignment of Contracts and Warranties. At the Closing, Seller shall assign to Purchaser (including taking all steps necessary to effect such assignment), pursuant to instrument in form acceptable to Purchaser, (i) all warranties and guaranties to be provided under that certain Construction Contract (the “Construction Agreement”), to be entered into by and between Seller, as owner, and Glacier Construction Management, LLC, an Arizona limited liability company (“Contractor”), as general contractor, covering the construction of the Improvements, and (ii) all warranties and guaranties under all architectural, engineering, and other contracts relating to the construction of the Improvements. Additionally, at the Closing, Seller shall cause Contractor to assign to Purchaser, pursuant to instrument in form acceptable to Purchaser, all assignable construction warranties under the subcontracts entered into by Contractor with respect to construction of the Improvements and all assignable warranties applicable to materials, appliances and equipment installed in the Improvements. A copy of the fully executed Construction Agreement will be provided by Seller to Purchaser not later than June 30, 2015, at which time the parties shall amend this Agreement to incorporate the Construction Agreement herein.
Assignment of Contracts and Warranties. THIS ASSIGNMENT OF CONTRACTS AND WARRANTIES (this “Assignment”) is made and entered into as of this _____ day of ______________, 20___, by and between Corniche Development, Inc., a Washington corporation (“Assignor”), and Retail Opportunity Investments Corp., a Delaware corporation (“Assignee”).
Assignment of Contracts and Warranties. THIS ASSIGNMENT OF CONTRACTS AND WARRANTIES (this "Assignment") is made and entered into as of this _____ day of ______________, 20___, by and between ____________, a(n) ________________________ ("Assignor"), and Retail Opportunity Investments Corp., a Delaware corporation ("Assignee").
Assignment of Contracts and Warranties. THIS ASSIGNMENT OF CONTRACTS AND WARRANTIES (this “Assignment”) is made and entered into as of this _____ day of ______________, 2010, by and between Shops at Sycamore Creek, LLC, a California limited liability company (“Assignor”), and Retail Opportunity Investments Corp., a Delaware corporation (“Assignee”).
