Assignments of this Agreement. (a) Developer shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Coach Legacy (and only if such assignee assumes Developer’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoing, Developer may, without the consent of Coach Legacy, (i) assign this Agreement and its rights and obligations DOC ID - 24417143.10 - 29 - herein or hereunder to (x) Related or a Related Affiliate, (y) Oxford or an Oxford Affiliate, or (z) an Affiliate of Related and Oxford; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the obligations of Developer hereunder or the Related/Oxford Guarantor under the Related/Oxford Guaranty, (B) such assignment is made in connection with an assignment of all of Developer’s other rights and interests in and to the Building to such assignee, and (C) such assignment is made at the sole expense of Developer, and (ii) collaterally assign this Agreement to the Lender in accordance with and subject to any applicable terms and conditions as may be set forth in the Loan Documents. Any transfer of a direct or indirect interest in Developer shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, Developer is no longer controlled, directly or indirectly, by (x) Related or a Related Affiliate, (y) Oxford or an Oxford Affiliate or (z) Related and Oxford collectively. Any attempted assignment in violation of this Section 14.10(a) shall be null and void. (b) Coach Legacy shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Developer (and only if such assignee assumes Coach Legacy’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoing (but subject to the applicable provisions of the Loan Documents), Coach Legacy may, without the consent of Developer, assign this Agreement and its rights and obligations herein or hereunder to (i) Coach or one or more Affiliates of Coach, (ii) an entity created by merger, reorganization or recapitalization of or with Coach or any Affiliate thereof or (iii) a purchaser of all or substantially all of Coach Legacy’s, Coach’s, or their Affiliate’s assets or a purchaser of a controlling share of Coach Legacy’s, Coach’s, or their Affiliate’s stock or other ownership interest; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the obligations of Coach Legacy hereunder and (B) such assignment is made at the sole expense of Coach Legacy. Any transfer of a direct or indirect interest in Coach Legacy shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, Coach Legacy is no longer an Affiliate of Coach. Any attempted assignment in violation of this Section 14.01(b) shall be null and void.
Appears in 1 contract
Samples: Development Agreement
Assignments of this Agreement. (a) Developer shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Coach Legacy PE Member (and only if such assignee assumes Developer’s obligations hereunder from and after the date of such assignment, it being understood that no such assumption shall be required in the event of a change in control that is deemed to be an assignment hereunder). Notwithstanding the foregoingforegoing (but subject to the applicable provisions of the Co-Construction Agreement (and the Co-Construction Term Sheet), Construction Loan Documents and the MTA Project Documents), Developer may, without the consent of Coach LegacyPE Member, (i) assign its interest under this Agreement and its rights and obligations DOC ID - 24417143.10 - 29 - herein or hereunder to (w) Related Parent, (x) Related or a Related AffiliateOxford Parent, (y) Oxford or an Oxford Affiliate, a Related Affiliate or (z) an Affiliate of Related and OxfordParent and/or Oxford Parent (collectively, the “R/O Parties”); provided, that in each case (A) such assignee assumes in writing reasonably satisfactory to PE Member, all the obligations of Developer hereunder, (B) no such assignment shall impair, vitiate or otherwise affect the obligations of Developer hereunder or the Related/Oxford Guarantor under the Related/Oxford Building Completion Guaranty, (BC) such assignment is made in connection with an assignment of all of Developer’s other rights and interests in and to the Building Project to such assignee, and (CD) such assignment is made at the sole expense of Developer, (E) Related/Oxford Guarantor executes and delivers to PE Member a written ratification, in form and substance reasonably satisfactory to PE Member, confirming that the Building Completion Guaranty remains in full force and effect and (F) such assignee (if not controlled by Related or a Related Affiliate or Oxford Properties Group) shall retain a qualified developer reasonably acceptable to PE Member with experience in the New York, New York market comparable to that of Related to complete the Project, and (ii) collaterally assign this Agreement to the Construction Lender in accordance with and (subject to any applicable terms and conditions as may be set forth in the Construction Loan Documents). Any transfer of a direct or indirect interest in Developer shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, Developer is no longer controlled, directly or indirectly, controlled by (x) Related or a Related AffiliateParent, (y) Oxford or an Oxford a Related Affiliate or (z) Related and Parent and/or Oxford collectivelyParent. Any attempted assignment in violation of this Section 14.10(a19.10(a) shall be null and void. Without limiting the foregoing, PE Member acknowledges and agrees that Oxford Properties Group is a qualified developer satisfactory to PE Member so long as Oxford Properties Group or any wholly-owned subsidiary thereof is a “Qualified Replacement Developer” under and as defined in the MTA Project Documents.
(b) Coach Legacy PE Member shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Developer (and only if such assignee assumes Coach LegacyPE Member’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoing (but subject to the applicable provisions of the Construction Loan Documents), Coach Legacy PE Member may, without the consent of Developer, assign this Agreement and its rights and obligations herein or hereunder to (i) Coach the PE Guarantors or one or more Affiliates of Coachthe PE Guarantors, (ii) an entity created by merger, reorganization or recapitalization of or with Coach the PE Guarantors or any Affiliate thereof or thereof, (iii) a purchaser of all or substantially all of Coach LegacyPE Member’s, Coacha PE Guarantor’s, or their respective Affiliate’s assets or a purchaser of a controlling share of Coach LegacyPE Member’s, Coacha PE Guarantor’s, or their respective Affiliate’s stock or other ownership interest, or (iv) to any person or entity to whom or to which a Transfer (as defined in the LLC Agreement) is permitted to be made by PE Member pursuant to the LLC Agreement; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the obligations of Coach Legacy PE Member hereunder or the PE Guarantors under the PE Developer Guaranty and (B) such assignment is made at the sole expense of Coach LegacyPE Member. Any transfer of a direct or indirect interest in Coach Legacy PE Member shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, Coach Legacy PE Member is no longer an Affiliate of Coachthe PE Guarantors. Any attempted assignment in violation of this Section 14.01(b19.10(b) shall be null and void. Nothing contained in this Section 19.10 is intended to vitiate PE Member’s right to exercise the Multiple Unit Election.
Appears in 1 contract
Assignments of this Agreement. (a) Developer shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of the Coach Legacy Member (and only if such assignee assumes Developer’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoingforegoing (but subject to the applicable provisions of the Loan Documents and the MTA Project Documents), Developer may, without the consent of the Coach LegacyMember, (i) assign this Agreement and its rights and obligations DOC ID - 24417143.10 - 29 - herein or hereunder to (x) Related or a Related AffiliateRelated, (y) Oxford or an Oxford Affiliate, a Related Affiliate or (z) an Affiliate of Related and Oxford; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the obligations of Developer hereunder or the Related/Oxford Guarantor under the Related/Oxford Guaranty, (B) such assignment is made in connection with an assignment of all of Developer’s other rights and interests in and to the Building Project to such assignee, assignee and (C) such assignment is made at the sole expense of Developer, and (ii) collaterally assign this Agreement to the Construction Lender in accordance with and (subject to any applicable terms and conditions as may be set forth in the Loan Documents). Any transfer of a direct or indirect interest in Developer shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, Developer is no longer controlled, directly or indirectly, controlled by (x) Related or a Related AffiliateRelated, (y) Oxford or an Oxford a Related Affiliate or (z) Related and Oxford collectively. Any attempted assignment in violation of this Section 14.10(a19.10(a) shall be null and void.
(b) The Coach Legacy Member shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Developer (and only if such assignee assumes the Coach LegacyMember’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoing (but subject to the applicable provisions of the Loan Documents), the Coach Legacy Member may, without the consent of Developer, assign this Agreement and its rights and obligations herein or hereunder to (i) the Coach Guarantor or one or more Affiliates of Coachthe Coach Guarantor, (ii) an entity created by merger, reorganization or recapitalization of or with the Coach Guarantor or any Affiliate thereof or (iii) a purchaser of all or substantially all of the Coach LegacyMember’s, Coachthe Coach Guarantor’s, or their Affiliate’s assets or a purchaser of a controlling share of the Coach LegacyMember’s, Coachthe Coach Guarantor’s, or their Affiliate’s stock or other ownership interest; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the obligations of the Coach Legacy Member hereunder or the Coach Guarantor under the Coach Guaranty and (B) such assignment is made at the sole expense of the Coach LegacyMember. Any transfer of a direct or indirect interest in the Coach Legacy Member shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, the Coach Legacy Member is no longer an Affiliate of Coachthe Coach Guarantor. Any attempted assignment in violation of this Section 14.01(b19.01(b) shall be null and void.
Appears in 1 contract
Samples: Development Agreement (Coach Inc)
Assignments of this Agreement. (a) Developer shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Coach Legacy (and only if such assignee assumes Developer’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoing, Developer may, without the consent of Coach Legacy, (i) assign this Agreement and its rights and obligations DOC ID - 24417143.10 - 29 - herein or hereunder to (x) Related or a Related Affiliate, (y) Oxford or an Oxford Affiliate, or (z) an Affiliate of Related and Oxford; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the obligations of Developer hereunder or the Related/Oxford Guarantor under the Related/Oxford Guaranty, (B) such assignment is made in connection with an assignment of all of Developer’s other rights and interests in and to the Building to such assignee, and (C) such assignment is made at the sole expense of Developer, and (ii) collaterally assign this Agreement to the Lender in accordance with and subject to any applicable terms and conditions as may be set forth in the Loan Documents. Any transfer of a direct or indirect interest in Developer shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, Developer is no longer controlled, directly or indirectly, by (x) Related or a Related Affiliate, (y) Oxford or an Oxford Affiliate or (z) Related and Oxford collectively. Any attempted assignment in violation of this Section 14.10(a) shall be null and void.
(b) Coach Legacy shall not assign this Agreement, or any of its rights or obligations herein or hereunder, except with the prior written consent of Developer (and only if such assignee assumes Coach Legacy’s obligations hereunder from and after the date of such assignment). Notwithstanding the foregoing (but subject to the applicable provisions of the Loan Documents), Coach Legacy may, without the consent of Developer, assign this Agreement and its rights and obligations herein or hereunder to (i) Coach or one or more Affiliates of Coach, (ii) an entity created by merger, reorganization or recapitalization of or with Coach or any Affiliate thereof or (iii) a purchaser of all or substantially all of Coach Legacy’s, Coach’s, or their Affiliate’s assets or a purchaser of a controlling share of Coach Legacy’s, Coach’s, or their Affiliate’s stock or other ownership interest; provided, that in each case (A) no such assignment shall impair, vitiate or otherwise affect the obligations of Coach Legacy hereunder and (B) such assignment is made at the sole expense of Coach Legacy. Any transfer of a direct or indirect interest in Coach Legacy shall constitute an assignment of this Agreement for purposes hereof if, as a result of such transfer, Coach Legacy is no longer an Affiliate of Coach. Any attempted assignment in violation of this Section 14.01(b) shall be null and void.
Appears in 1 contract
Samples: Development Agreement (Coach Inc)
