Assignments; Third Party Beneficiaries. This Agreement may not be assigned by Buyer without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion; provided, however, that no such assignment shall relieve Buyer from any of its obligations hereunder or delay the Closing of this transaction. Any attempted assignment by Buyer without the prior written consent of Seller shall be voidable by Seller; provided, however, upon not less than ten (10) Business Days prior written notice to Seller, Buyer may designate an affiliate of Buyer to take title to and assume the Loan Rights and Obligations, provided Buyer has provided all information with respect to such affiliate requested by Seller to perform Seller’s due diligence and Seller’s diligence regarding such affiliate has not revealed any information regarding such affiliate or its principals, officers, directors, or direct or indirect owners that would make it undesirable, in Seller’s sole determination, for Seller to consummate the transactions contemplated by this Agreement, which affiliate shall execute the applicable Closing Documents and be deemed to have made each and every representation and warranty of Buyer in this Agreement as to itself, and which affiliate shall be deemed to be bound by and shall perform all of the obligations of Buyer under this Agreement, on a joint and several basis. Buyer initially designates 1180 Xxxxxxx Xxxxx Renewal LLC, a Delaware limited liability company, as its designee to take title to and assume the Loan Rights and Obligations pursuant to this Section 7.6. Subject to the foregoing, this Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, including the Exhibits hereto, shall be binding upon and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors, and assigns. Except for those provisions benefitting the Released Parties, nothing expressed or mentioned in this Agreement is intended or will be construed to give any other Person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of Seller and Buyer and for the benefit of no other Person.
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Samples: Loan Purchase and Sale Agreement, Loan Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
Assignments; Third Party Beneficiaries. This Equity Commitment Agreement may is not be assigned assignable by Buyer any party without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretionthe other parties; provided, however, that the Investors may transfer or distribute any or all shares of Holdco Common Stock or Specified Securities the Investors receive under the Plan to their Affiliates; provided, further, that the Investors may assign their rights, interests or obligations (including all or a portion of their Backstop Percentages) hereunder to one or more Permitted Transferees without the Company’s prior written consent, or to any other Person with the Company’s prior written consent, such consent not to be unreasonably withheld; provided, further, all such assignments are subject to the covenant set forth in Section 10(a) hereof and that no such assignment shall relieve Buyer from any the Investors of its their obligations hereunder or delay and, upon the Closing satisfaction of this transaction. Any attempted assignment by Buyer without the prior written consent of Seller conditions set forth in Section 11 hereof (except the condition set forth in Section 11(k) hereof, which shall be voidable by Seller; provided, however, upon not less than ten (10) Business Days prior written notice to Seller, Buyer may designate an affiliate of Buyer to take title to and assume the Loan Rights and Obligations, provided Buyer has provided all information satisfied solely with respect to such affiliate requested by Seller to perform Seller’s due diligence and Seller’s diligence regarding such affiliate has not revealed any information regarding such affiliate or its principalsOaktree), officers, directors, or direct or indirect owners that would make it undesirable, in Seller’s sole determination, for Seller Oaktree shall be required to consummate the transactions contemplated by this herein; and provided, further, the Company may assign its post-Closing Date obligations hereunder to Name Acquisition Co. pursuant to the Acquisition Agreement, which affiliate shall execute the applicable Closing Documents and be deemed to have made each and every representation and warranty of Buyer in this . This Equity Commitment Agreement as to itself, and which affiliate shall be deemed is intended to be bound by and shall perform all solely for the benefit of the obligations of Buyer under this Agreement, on a joint and several basis. Buyer initially designates 1180 Xxxxxxx Xxxxx Renewal LLC, a Delaware limited liability company, as its designee to take title to and assume the Loan Rights and Obligations pursuant to this Section 7.6. Subject to the foregoing, this Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, including the Exhibits parties hereto, shall be binding upon and shall inure to the benefit ofIndemnified Parties, the undersigned parties and their respective heirs, executors, administrators, representatives, successors, successors and assigns. Except for those provisions benefitting the Released PartiesNothing herein, nothing expressed express or mentioned in this Agreement implied, is intended to or will be construed to give shall confer upon any other Person third party any legal or equitable right, benefit, standing or remedy or claim of any nature whatsoever under or in respect by reason of this Equity Commitment Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of Seller and Buyer and for the benefit of no other Person.
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Assignments; Third Party Beneficiaries. This Agreement may not be assigned by Buyer without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretionnot be unreasonably withheld; provided, however, that no such assignment shall relieve Buyer from any of its obligations hereunder or delay the Closing of this transaction. Any attempted assignment by Buyer without the prior written consent of Seller shall be voidable by Seller; provided, however, upon not less than ten (10) Business Days prior written notice to Seller, Buyer may designate an affiliate of Buyer to take title to and assume the Loan Rights and Obligations, provided Buyer has Buxxx xas provided all information with respect to such affiliate requested by Seller to perform Seller’s due diligence and Seller’s diligence regarding such affiliate has not revealed any information regarding such affiliate or its principals, officers, directors, or direct or indirect owners that would make it undesirable, in Seller’s sole determination, for Seller to consummate the transactions contemplated by this Agreement, which affiliate shall execute the applicable Closing Documents and be deemed to have made each and every representation and warranty of Buyer in this Agreement as to itself, and which affiliate shall be deemed to be bound by and shall perform all of the obligations of Buyer under this Agreement, on a joint and several basis. Buyer initially designates 1180 Xxxxxxx Xxxxx Renewal LLC, a Delaware limited liability company, as its designee to take title to and assume the Loan Rights and Obligations pursuant to this Section 7.6. Subject to the foregoing, this Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, including the Exhibits hereto, shall be binding upon and shall inure to the benefit of, the undersigned parties and their respective heirs, executors, administrators, representatives, successors, and assigns. Except for those provisions benefitting the Released Parties, nothing expressed or mentioned in this Agreement is intended or will be construed to give any other Person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of Seller and Buyer and for the benefit of no other Person.
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Assignments; Third Party Beneficiaries. This Agreement may not be assigned by Buyer without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion; provided, however, that no such assignment shall relieve Buyer from any of its obligations hereunder or delay the Closing of this transaction. Any attempted assignment by Buyer without the prior written consent of Seller shall be voidable by Seller; provided, however, upon not less than ten (10a) Business Days prior written notice to Seller, Buyer may designate an affiliate of Buyer to take title to and assume the Loan Rights and Obligations, Except as otherwise expressly provided Buyer has provided all information with respect to such affiliate requested by Seller to perform Seller’s due diligence and Seller’s diligence regarding such affiliate has not revealed any information regarding such affiliate or its principals, officers, directors, or direct or indirect owners that would make it undesirable, in Seller’s sole determination, for Seller to consummate the transactions contemplated by this Agreement, which affiliate shall execute the applicable Closing Documents and be deemed to have made each and every representation and warranty of Buyer in this Agreement as to itself, and which affiliate shall be deemed to be bound by and shall perform all of the obligations of Buyer under this Agreement, on a joint and several basis. Buyer initially designates 1180 Xxxxxxx Xxxxx Renewal LLC, a Delaware limited liability company, as its designee to take title to and assume the Loan Rights and Obligations pursuant to this Section 7.6. Subject herein to the foregoingcontrary, this Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, including the Exhibits hereto, shall be binding upon and shall inure solely to the benefit of, of the undersigned parties hereto and their respective heirs, executors, administrators, representatives, successorssuccessors and permitted assigns, and assigns. Except for those provisions benefitting the Released Parties, nothing expressed or mentioned in this Agreement herein is intended to or will be construed to give shall confer upon any other Person any legal or equitable right, benefit or remedy or claim of any nature whatsoever under or in respect by reason of this Agreement, . The rights or obligations hereunder or any provisions herein containedinterest therein of the Trust may not be assigned or delegated without the prior written consent of the Lender.
(b) The Lender shall have the right at any time to sell, assign or transfer all or any portion of its rights and obligations under this Agreement and the other Financing Documents, including, without limitation, all or a portion of the financing hereunder or any other of the Obligations to (i) any Affiliates of the Lender, including Imperial PFC Financing, LLC, an Illinois limited liability company (“Imperial PFC Financing”) or (ii) to any Wholesale Lender. Further, the Lender shall have the right at any time, with notice to, and the written consent of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned, to sell, assign or transfer all or any portion of its rights and obligations under this Agreement and the other Financing Documents, including, without limitation, all or a portion of the financing hereunder or any other of the Obligations to any other third party. The Lender shall also have the right at any time, without notice to or consent of any other party, to sell one or more participations to any Person in all or any part of the financing hereunder or in any of the other Obligations on terms and conditions satisfactory thereto.
(c) The Lender may, without notice to or consent of any other party, pledge, collaterally assign or grant a security interest in the right, title and provisions hereof being intended interest of the Lender in and to this Agreement and the other Financing Documents and its interest in the Collateral. In such case, the Lender shall remain liable for all of its obligations under this Agreement and the other Financing Documents, and the secured party shall not be and being liable for any obligation of the sole and exclusive benefit of Seller and Buyer and for Lender whether under this Agreement or the benefit of no other PersonFinancing Documents or otherwise.
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Assignments; Third Party Beneficiaries. This Agreement may not be assigned by Buyer without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion; provided, however, that no such assignment shall relieve Buyer from any of its obligations hereunder or delay the Closing of this transaction. Any attempted assignment by Buyer without the prior written consent of Seller shall be voidable by Seller; provided, however, upon not less than ten (10a) Business Days prior written notice to Seller, Buyer may designate an affiliate of Buyer to take title to and assume the Loan Rights and Obligations, Except as otherwise expressly provided Buyer has provided all information with respect to such affiliate requested by Seller to perform Seller’s due diligence and Seller’s diligence regarding such affiliate has not revealed any information regarding such affiliate or its principals, officers, directors, or direct or indirect owners that would make it undesirable, in Seller’s sole determination, for Seller to consummate the transactions contemplated by this Agreement, which affiliate shall execute the applicable Closing Documents and be deemed to have made each and every representation and warranty of Buyer in this Agreement as to itself, and which affiliate shall be deemed to be bound by and shall perform all of the obligations of Buyer under this Agreement, on a joint and several basis. Buyer initially designates 1180 Xxxxxxx Xxxxx Renewal LLC, a Delaware limited liability company, as its designee to take title to and assume the Loan Rights and Obligations pursuant to this Section 7.6. Subject herein to the foregoingcontrary, this Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof, including the Exhibits hereto, shall be binding upon and shall inure solely to the benefit of, of the undersigned parties hereto and their respective heirs, executors, administrators, representatives, successorssuccessors and permitted assigns, and assigns. Except for those provisions benefitting the Released Parties, nothing expressed or mentioned in this Agreement herein is intended to or will be construed to give shall confer upon any other Person any legal or equitable right, benefit or remedy or claim of any nature whatsoever under or in respect by reason of this Agreement, . The rights or obligations hereunder or any provisions herein containedinterest therein of the Trust may not be assigned or delegated without the prior written consent of the Lender.
(b) The Lender shall have the right at any time to sell, assign or transfer all or any portion of its rights and obligations under this Agreement and the other Financing Documents, including, without limitation, all or a portion of the financing hereunder or any other of the Obligations to (i) any Affiliates of the Lender, including without limitation Imperial PFC Financing II, LLC, a Georgia limited liability company (“Imperial PFC Financing”) or (ii) to any Wholesale Lender. Further, the Lender shall have the right at any time, with notice to, and the written consent of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned, to sell, assign or transfer all or any portion of its rights and obligations under this Agreement and the other Financing Documents, including, without limitation, all or a portion of the financing hereunder or any other of the Obligations to any other third party. The Lender shall also have the right at any time, without notice to or consent of any other party, to sell one or more participations to any Person in all or any part of the financing hereunder or in any of the other Obligations on terms and conditions satisfactory thereto.
(c) The Lender may, without notice to or consent of any other party, pledge, collaterally assign or grant a security interest in the right, title and provisions hereof being intended interest of the Lender in and to this Agreement and the other Financing Documents and its interest in the Collateral. In such case, the Lender shall remain liable for all of its obligations under this Agreement and the other Financing Documents, and the secured party shall not be and being liable for any obligation of the sole and exclusive benefit of Seller and Buyer and for Lender whether under this Agreement or the benefit of no other PersonFinancing Documents or otherwise.
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