ASSIGNMENT OF REPLACEMENT PROPERTY CONTRACT Sample Clauses

ASSIGNMENT OF REPLACEMENT PROPERTY CONTRACT. 1. Any Replacement Property Contract shall (a) contain in form reasonably satisfactory to Intermediary, an appropriate exculpatory provision limiting Intermediary's liability in the event of any alleged breach to the forfeiture of the xxxxxxx money previously deposited with Seller's agent for the purchase of the Replacement Property; and (b) provide that no duty, obligation, representation or warranty of Intermediary hereunder shall survive the closing under the Replacement Property Contract, except for representations and warranties as to corporate authority and as to dealings with brokers. If any Replacement Property Contract requires Intermediary to execute a purchase money note or mortgage or an assignment of any lease or leases of all or any portion of the Replacement Property, such note, mortgage, or assignment shall contain an appropriate provision exculpating Intermediary and any disclosed or undisclosed principals of Intermediary from personal liability under such note, mortgage, or assignment. 2. Exchanger agrees to assign to Intermediary, all of Exchanger's rights in any pending or future Replacement Property Contract for the purchase of Replacement Property. Intermediary agrees to accept such assignment from Exchanger, but not Exchanger's obligations under that Contract. The Replacement Property Contract is attached to this Agreement as Exhibit "E". 3. If any Replacement Property shall consist of a leasehold interest in real property and the Replacement Property Contract or the lease being assigned there under shall require an assumption of the tenant's obligations under such lease in connection with an assignment of such interest, then, in such event any such lease shall provide that Intermediary shall be released of all obligations of the tenant accruing from and after such assignment or, in lieu thereof, there shall be delivered to Intermediary at the time of such assignment the agreement of any such lessor to the effect that Intermediary shall be released of all obligations accruing there under from and after such assignment. If any Replacement Property Contract or transactions shall require Intermediary to execute a lease as lessor thereof, such lease shall provide that in the event of any transfer or conveyance of title, the lessor of the lease shall be automatically freed and relieved, from and after the date of such transfer or conveyance, of all personal liability as respects the performance of any covenants or obligations on the party...
Sample 1
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ASSIGNMENT OF REPLACEMENT PROPERTY CONTRACT. 1. Owner will enter into any contract for the acquisition of the Replacement Property, (referred to herein as the AReplacement Property Contract@) and Owner will assign its rights under each Replacement Property Contract to Exchangor. It is understood and agreed by Owner that Exchangor shall be under no obligation to execute or take assignment of any contract, or to do any other act or thing contemplated by this Agreement, the Relinquished Property Contract or the Replacement Property Contract without, in each case, receiving a written instrument from Owner in form and substance satisfactory to Exchangor, which written instrument shall contain such directions, releases, representations, warranties and indemnities as Exchangor shall reasonably require. 2. Owner represents that it will, prior to the Replacement Property Closing Date, provide notice to the seller under said Replacement Property Contract, that Owner=s rights in said Replacement Property Contract have been assigned to Exchangor.
Sample 1

Related to ASSIGNMENT OF REPLACEMENT PROPERTY CONTRACT

  • Collateral Assignment The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.

  • Assignment of Contract A. Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

  • CONTINGENT ASSIGNMENT OF SUBCONTRACTS ‌ In the event of any suspension or termination of the Construction Contract, Contractor is hereby deemed to have offered to assign to City all its interest in contracts with Subcontractors now or hereafter entered into by Contractor for performance of any part of the Work. The assignment will be effective upon acceptance by City in writing and only as to those contracts which City designates in writing. City may accept, at its sole election, said assignment at any time during the course of the Work and prior to Final Completion in the event of a suspension or termination of Contractor's rights under the Contract Documents. Such assignment is part of the consideration to City for entering into the Contract with Contractor and may not be withdrawn prior to Final Completion.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assignment of Contracts GSAM agrees to assign (or cause to be assigned) to GSRP or OpCo without recourse, representation or warranty (except as expressly set forth in this Agreement), all of GSAM’s or such Affiliate’s right, title and interest in and to, and GSRP agrees to assume, or cause OpCo to agree to assume, the obligations of GSAM or such Affiliate’s obligations under, each of the Contracts set forth on Section 6.18 of the GSRP Disclosure Letter (collectively the “Assigned Contracts”), pursuant to documentation (the “Assigned Contracts Documentation”) in form and substance consistent with this Section 6.18 and otherwise in form and substance satisfactory to the Parties. GSAM has made available, or caused to be made available, to GSRP true and correct copies of the Assigned Contacts. Except as provided below, GSAM shall remain responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSRP from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period prior to the Closing. GSRP shall be responsible for paying and satisfying, and shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities related to or arising from the Assigned Contracts, to the extent such Liabilities relate to or arise from the period on or after the Closing. Notwithstanding the second preceding sentence, in the case of any Assigned Contract that prior to the Closing was for the benefit of the GSRP Entities, from and after the Closing GSRP shall protect, defend, indemnify and hold harmless GSAM from, all Liabilities, related to or arising from such Assigned Contract, to the extent GSRP is required to do so under the Management Agreement. Without limiting the foregoing, OpCo shall remain responsible for, and shall pay and discharge when due all Liabilities that constitute Company Expenses (as defined in the OpCo LLC Agreement) that were incurred prior to the Closing.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

  • Contract Assignment You cannot assign this contract to another person nor sublet any part of the premises.

  • ASSIGNMENT/SUBCONTRACT Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of SUU.

  • Assignment of Collateral There is no material collateral securing any Mortgage Loan that has not been assigned to the Purchaser.

  • ASSIGNMENT/SUB-CONTRACTING The Contractor agrees that he will not sell, assign or transfer this Agreement or any part thereof or interest therein without the prior written consent of the Owner.

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