Common use of Assignments Prohibited Clause in Contracts

Assignments Prohibited. Buyer may not, directly or indirectly by operation of law or otherwise, assign or suffer an assignment of this Agreement and/or its rights under this Agreement, without the prior written consent of Seller, which consent Seller may deny in its sole and absolute discretion. Any assignment made without such prior written consent shall be deemed voidable and a breach of this Agreement entitling Seller to terminate this Agreement. In no event shall any transfer of direct or indirect interests in any entity that was not formed solely for the purpose of acquiring and owning the Ownership Interests be deemed any assignment of this Agreement, including, without limitation, interests in Buyer, RioCan Holdings USA, Inc., RC Cedar PA Holdings LLC and RC Cedar REIT Property Subsidiary LP (collectively, the “Permitted Assignees”). Notwithstanding the foregoing, Buyer may assign this Agreement to an entity jointly owned, directly or indirectly, by Buyer and RioCan Holdings USA, Inc. or to any Affiliate of Buyer or such jointly owned entity, or Buyer may designate any such party to take title to the Ownership Interests at Closing. No assignment shall be effective unless and until (i) Buyer shall have furnished to Seller both a fully executed copy of the assignment and a fully executed assumption agreement, in form reasonably satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this Agreement, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement, and (ii) Buyer shall have delivered to Seller such information reasonably requested by Seller to verify such assignee’s compliance with the representations set forth in Section 12 hereof and Seller shall have determined such assignee’s compliance with such representations. In no event shall Buyer be relieved of any liability hereunder by reason of an assignment of its rights hereunder and the express terms of any assignment by Buyer shall reaffirm Buyer’s obligations hereunder.

Assignments Prohibited. Buyer may not, directly or indirectly by operation of law or otherwise, not assign or suffer an assignment of this Agreement and/or and or its rights under this Agreement, without the prior written consent of Seller, which consent Seller may deny in its sole and absolute discretion. Any assignment made without such prior written consent shall be deemed voidable and a breach of this Agreement entitling Seller to terminate this Agreement. In no event shall any transfer of direct or indirect interests in any entity that was not formed solely for the purpose of acquiring and owning the Ownership Interests be deemed any assignment of this Agreement, including, without limitation, interests in Buyer, RioCan Holdings USA, Inc., RC Cedar PA Holdings LLC and RC Cedar REIT Property Subsidiary LP (collectively, the “Permitted Assignees”). Notwithstanding the foregoing, Buyer may assign Seller's consent shall not be required in respect of an assignment of the Buyer's interest under this Agreement Agreement, in its entirety only, to an entity jointly ownedcontrolled by, directly or indirectlyunder common control with, by Buyer and RioCan Holdings USA, Inc. or its other wholly-owned subsidiaries ("Subsidiary") or to any Affiliate of Buyer or such jointly owned entity, or Buyer may designate any such party to take title to the Ownership Interests at Closingan Exchange Accommodation Titleholder in accordance with Paragraph 28 below. No such assignment to a Subsidiary shall be effective effective, however, unless and until (i) Buyer shall have furnished to Seller both a fully executed copy of the assignment and a fully executed assumption agreement, in form reasonably satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this AgreementAgreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement, and (ii) Buyer shall have delivered to Seller such information reasonably requested by Seller to verify such assignee’s compliance with the representations set forth in Section 12 hereof and Seller shall have determined such assignee’s compliance with such representations. In no event shall Buyer be relieved of any liability hereunder by reason of an assignment of its rights hereunder and the express terms of any an assignment by Buyer shall reaffirm Buyer’s 's obligations hereunder.

Assignments Prohibited. Buyer may not, directly or indirectly by operation of law or otherwise, not assign or suffer an assignment of this Agreement and/or its rights under this Agreement, without the prior written consent of Seller, which consent Seller may deny in its sole and absolute discretion. Any such assignment made without such prior written consent shall be deemed voidable and a breach of this Agreement entitling Seller to terminate this Agreement. In no event shall any transfer of direct or indirect interests in any entity that was not formed solely for the purpose of acquiring and owning the Ownership Interests be deemed any assignment of this Agreement, including, without limitation, interests in Buyer, RioCan Holdings USA, Inc., RC Cedar PA Holdings LLC and RC Cedar REIT Property Subsidiary LP (collectively, the “Permitted Assignees”). Notwithstanding the foregoing, Buyer may shall have the right, upon reasonable advance notice to Seller, to assign this Agreement or its rights hereunder to an any entity jointly ownedthat controls, is controlled by or is under common control, directly or indirectlyindirectly with Buyer or Buyer’s manager, in each case without the Seller’s consent; provided, however, that no assignment by Buyer and RioCan Holdings USA, Inc. or to any Affiliate of Buyer or such jointly owned entity, or Buyer may designate any such party to take title to the Ownership Interests at Closing. No assignment shall be effective effective, however, unless and until (i) Buyer shall have furnished to Seller both a fully executed copy of the assignment and a fully executed assumption agreement, in form reasonably satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this AgreementAgreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement, together with additional authority, due formation, due execution and (ii) Buyer shall have delivered to Seller such information delivery representations as reasonably requested determined by Seller to verify such assignee’s compliance with the representations set forth in Section 12 hereof and Seller shall have determined such assignee’s compliance with such representationsSeller. In no event shall Buyer be relieved of any liability hereunder by reason of an assignment of its rights hereunder and the express terms of any assignment by Buyer shall reaffirm Buyer’s obligations hereunder; provided, however, that if the Closing occurs in accordance with the provisions of this Agreement, then so long as Buyer’s assignee has fully assumed all past, present and future obligations of Buyer hereunder, Buyer shall be released from further liability hereunder effective upon the Closing.

Assignments Prohibited. Prior to completing all of the Closings contemplated hereunder, Buyer may not, directly or indirectly by operation of law or otherwise, not assign or suffer an assignment of this Agreement and/or its rights under this Agreement, without the prior written consent of SellerSellers, which consent Seller may deny in its sole and absolute discretion. Any assignment made without such prior written consent Sellers shall be deemed voidable and a breach of this Agreement entitling Seller to terminate this Agreement. In no event shall any transfer of direct not unreasonably withhold, condition or indirect interests in any entity that was not formed solely for the purpose of acquiring and owning the Ownership Interests be deemed any assignment of this Agreement, including, without limitation, interests in Buyer, RioCan Holdings USA, Inc., RC Cedar PA Holdings LLC and RC Cedar REIT Property Subsidiary LP (collectively, the “Permitted Assignees”)delay. Notwithstanding the foregoing, Buyer may assign the consent of Sellers shall not be required in respect of an assignment of the Buyer’s interest under this Agreement to an entity jointly owned, directly or indirectly, entities wholly-owned and/or controlled by Buyer and RioCan Holdings USAor its parents, Inc. affiliates or to any Affiliate its other subsidiaries or a publicly registered company or the subsidiary of a publicly registered company that is managed by, sponsored by or under common control with Buyer or such jointly owned entity, or Buyer may designate any such party to take title to the Ownership Interests at ClosingBuyer’s principals. No such assignment shall be effective effective, however, unless and until (i) Buyer shall have furnished to Seller both a fully Sellers an executed copy of the assignment and a fully executed assumption agreement, in form reasonably satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this Agreement, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement, and (ii) Buyer shall have delivered to Seller such information reasonably requested by Seller to verify such assignee’s compliance with the representations set forth in Section 12 hereof and Seller shall have determined such assignee’s compliance with such representationsassignment. In no event shall Buyer be relieved of any liability hereunder by reason of an assignment of its rights hereunder and the express terms of any assignment by Buyer shall reaffirm Buyer’s obligations hereunder. Seller acknowledges that Buyer shall have the right, without assigning this Agreement, to cause Seller to grant title to the Property to up to thirty-five (35) tenants-in-common (the “Nominees”) in lieu of granting title to the Property to Buyer, provided that (i) Buyer notifies Seller, in writing, at least five (5) business days prior to the Closing Date that Buyer wishes to cause Seller to grant title to the Property to the Nominees, along with the names of the Nominees and any other information reasonably required by Seller to prepare and complete the Deed and any other closing documents to reflect the vesting of title to the Property in the Nominees, (ii) there is no additional cost, liability or expense incurred by Seller in connection therewith, (iii) the Closing Date is not delayed in connection therewith, and (iv) Buyer agrees to and hereby does indemnify and hold Seller harmless from and against any and all liability, damage, and cost, including reasonably attorneys’ fees, incurred by Seller by virtue of Seller’s granting of title to the Property to the Nominees. Seller further acknowledges that it has been advised that Buyer may assign this Agreement to a publicly registered company or the subsidiary of a publicly registered company that is managed by, sponsored by or under common control with Buyer or Buyer’s principals and that in such event the assignee will be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller agrees to provide the assignee with the following: (i) access to bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv) access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for each month in the Audited Year and Stub Period; (vi) access to invoices for expenses and capital improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued expense reconciliations in the Audited Year and Stub Period; (viii) check register for the three (3) months following the Audited Year and Stub Period; (ix) the Lease and five (5) year lease schedules, to the extent applicable; (x) copies of all insurance documentation for the Audited Year and Stub Period; (xi) copies of accounts receivable aging as of the end of the Audited Year and Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and Stub Period; and (xii) a signed representation letter in the form attached hereto as Exhibit “W”. Buyer acknowledges that any Audit prepared hereunder shall not cause or be considered an extension of the Inspection Period. The provisions of the foregoing three (3) sentences shall survive the Closing.