Assignment of Right to Purchase. The Buyer shall have the right to assign the right to consummate the Merger under this Agreement to a subsidiary of the Buyer, provided, however, that the Buyer shall remain liable for payment of the Purchase Price.
Assignment of Right to Purchase. Buyer shall have the right to assign ------------------------------- all or any portion of its rights to purchase the Assets or the Loans hereunder to any third party which controls, is controlled by, or is otherwise an affiliate of, Buyer. In the event of any such assignment all references to Buyer hereunder shall thereafter also include assignee.
Assignment of Right to Purchase. 49 12.03. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS........................ 49 12.04. NOTICES....................................................................... 49 12.05. SEVERABILITY.................................................................. 52 12.06.
Assignment of Right to Purchase. UBIX shall have the right to assign to one or more of its Affiliates (as hereinafter defined) its right to acquire the Purchased Shares hereunder. As used in this Agreement the term "AFFILIATE" means, with respect to any Person (as hereinafter defined), (i) any director, officer, partner or principal of such Person, (ii) any other Person of which such Person is a director, officer, partner or principal, (iii) any Person who directly or indirectly controls or is controlled by, or is under common control with, such Person and (iv) with respect to any Person described above who is a natural person, any spouse, parent, grandparent, child or grandchild of such Person, and the term "control" shall mean, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.
Assignment of Right to Purchase. 9 ARTICLE III................................................................ 10 3.1 Organization.................................................... 10 3.2 Authority Relative to this Agreement............................ 10
Assignment of Right to Purchase. Watumull hereby assigns to Madrona Park and Madrona Park II, and Seller hereby consents to such assignment, all of Watumull's rights to acquire the real property described on Exhibit A. Simultaneously, upon execution of this Amendment, Madrona Park II, Madrona Joes LLC, a Delaware limited liability company, and Watumull will enter into the Agreement to Form Limited Liability Company, the form of which is attached hereto as Exhibit C.
Assignment of Right to Purchase. 43 12.03. Survival of Representations, Warranties and Agreements............................................. 43 12.04. Notices............................................................................................ 43 12.05. Severability....................................................................................... 45 12.06.
Assignment of Right to Purchase. EDS may assign its right to purchase an item(s) of Hardware pursuant to this Agreement to a third party for lease of such Hardware to EDS, but Anacomp shall not owe any obligations to such third party lessor. In such event, all warranty and indemnification provisions of this Agreement which relate to or are applicable to the Hardware shall extend to EDS as if EDS were the original purchaser. All such purchases by such third parties are deemed, for purposes of calculating accumulated purchases and any discounts under this Agreement, to be purchases pursuant to this Agreement.
Assignment of Right to Purchase. Assignees hereby covenant for deposit, and simultaneously herewith have deposited Purchase Price into the Closing Escrow Account and Assignor hereby assigns to Assignees, as of the date hereof, all of its rights under the APA to acquire title at the Final Escrow Closing to the Owned Real Property, including, without limitation, the right to enforce all remedies of Buyer under the APA to the extent such remedies relate to the right to acquire the Owned Real Property. Simultaneously, Buyer and Real Property Buyer shall and do hereby deposit with the Escrow Agent duly executed respective counterparts of each of the Data Center Leases and Office Lease, as well as each of the Parent Data Center Guaranties and the Parent Office Guaranty (each, a “Lease Escrow Document;” collectively, the “Lease Escrow Documents”) in escrow and upon such deposit the Purchase Price and the Lease Documents shall constitute Escrow Property. It is explicitly acknowledged by Assignees that their obligation to pay Purchase Price hereunder is in consideration for Assignor’s assignment of the right to purchase the Owned Real Property and Assignor’s performance of its obligations hereunder and, except as is expressly provided otherwise in the Closing Escrow Agreement, is not contingent or conditioned on Assignees consummating such purchase or actually purchasing such Owned Real Property. Notwithstanding any provision to the contrary contained in this Assignment, in the event the Assignees fail to deposit the Purchase Price, this Assignment shall automatically terminate as of such date and Assignor shall have no further obligation to Assignees to perform hereunder. Notwithstanding any provision to the contrary contained in this Assignment, in the event the APA is terminated for any reason whatsoever, this Assignment shall automatically terminate as of such date, and the Purchase Price shall be immediately returned to Assignees, together with all interest income and earnings thereon in accordance with Section 3(c) of the APA.
Assignment of Right to Purchase. In no event shall City become in any way liable to Owner, nor become obligated in any manner, by reason of the assignment of its right to purchase, nor shall City be in any way obligated or liable to Owner for any failure of City’s designee or assignee to consummate a purchase of the Premises or to comply with the terms of any purchase and sale agreement. Nothing in this Agreement shall be construed to obligate City to purchase any unit in the event that a buyer participating in the BMR program fails to complete actions to close escrow.
