Common use of Assumption by Assignee Clause in Contracts

Assumption by Assignee. Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferred, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The other Members shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.

Assumption by Assignee. Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferred, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, including lenders, or waivers thereof. The other Members shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.

Assumption by Assignee. Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferred, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignor or assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The other Members shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.

Assumption by Assignee. Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 VII shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferredhereunder, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an the assignor’s Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, and the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an a Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The other Members Member shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.

Assumption by Assignee. Any assignment of all either a Partial Interest or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, shall, unless specifically permitted under Section 10.1 with respect to transfers to Affiliates, require the consent of the other Members (which consent shall not be unreasonably withheld, delayed or conditioned), and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferredhereunder, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignmentassignment with respect to the transferred interest. Upon any such permitted assignment of all or any portion of an Entire the assignor’s Interest, and after such assumption, the assignee shall become a Member in place of (or in the case of a Partial Interest in addition to) the assignor shall and the assignor shall, in the case of an assignment of the Entire Interest, be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignorassignment. An executed counterpart of each such assignment assignment, whether of all a Partial Interest or any portion of an Entire Interest Interest, in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in (i) admitting the assignee as a MemberMember and/or (ii) complying with and satisfying any mortgage lender requirements and charges relative to such assignment. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from lenders and other third parties, if any, or waivers thereof. The other Members shall use reasonable efforts shall, if such transfer is consented to by such Member or does not require any such Member consent, reasonably cooperate with the selling assigning Member in obtaining such consents or waivers.

Assumption by Assignee. Any assignment of all or any portion of an Entire Interest or a Permitted Transfer under Section 7.1(a) in the Company permitted under this Article 10 VII shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferredhereunder, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an the assignor’s Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, and the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As If any direct or indirect interest in the Company is being Transferred to a third party, as a condition to any assignment of all or any portion of an Entire Interestsuch Transfer, the selling Transferring Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The If any party to the No Transfer Agreement attempts a Transfer of any direct or indirect interest in the Company that is in violation of the No Transfer Agreement (whether or not such Transfer is void ab initio), then such party, if such party was a Member, or the Member who is an Affiliate of such party if such party was not a Member (the “Violating Member”) shall no longer have the right to exercise any rights otherwise granted to, or retained by, the Violating Member under this Agreement to propose, authorize, approve or consent to any action, decision, agreement or other Members issue under this Agreement, including those of the Violating Member’s representatives on the Executive Committee set forth in Article VI (and, accordingly, Violating Member shall be deemed to have consented to any action by the other Member); (ii) the other Member shall replace Violating Member in its role, if any, as the Administrative Member and Tax Matters Member, (iii) the other Member may terminate Violating Member in its role, if any, as Advisor, and (iv) Violating Member shall lose all rights to exercise and make elections under Sections 7.2, 7.3, 7.4, and 7.5 of this Agreement. If an Entire Interest is being assigned to the other Member, as a condition to any such assignment, the assignee Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. Each Member shall use reasonable efforts to cooperate with the selling other Member in obtaining such consents or waivers. Notwithstanding anything to the contrary contained herein, in the event any Member is required to assign its Entire Interest to the other Member pursuant to this Article VII, (i) the assignee Member shall concurrently deliver full and unconditional releases of the assigning Member and its Affiliates from all liability under that certain Indemnity and Contribution Agreement, and (ii) the assignee Member shall exercise commercially reasonable efforts to obtain full and unconditional releases (“Third Party Releases”) of the assigning Member and its Affiliates from the Joint and Several Documents (as defined in the Indemnity and Contribution Agreement) and all other direct or contingent debts, liabilities, obligations and claims related to the Company and the Subsidiaries for which the assigning Member or its Affiliates may be liable. If any Third Party Release is not available on commercially reasonable terms, the assignee Member shall indemnify and hold the assigning Member and its Affiliates harmless from and against all debts, liabilities and obligations for which for which the missing Third Party Release was being sought. If the Ashford is the assignee Member, Ashford shall provide the indemnity required by the prior sentence. If the PRISA III is the assignee Member, PRISA III shall cause Operating Partner to provide the indemnity required by the second prior sentence.

Assumption by Assignee. Any assignment of all either a Partial Interest or any portion of an Entire Interest in the Company permitted under this Article 10 11 shall be in writing, shall, unless specifically permitted under Section 11.1 with respect to transfers to Affiliates, require the consent of the other Members (which consent shall not be unreasonably withheld, delayed or conditioned), and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferredhereunder, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignmentassignment with respect to the transferred interest. Upon any such permitted assignment of all or any portion of an Entire the assignor’s Interest, and after such assumption, the assignee shall become a Member in place of (or in the case of a Partial Interest in addition to) the assignor shall and the assignor shall, in the case of an assignment of the Entire Interest, be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignorassignment. An executed counterpart of each such assignment assignment, whether of all a Partial Interest or any portion of an Entire Interest Interest, in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in (i) admitting the assignee as a MemberMember and/or (ii) complying with and satisfying any lender requirements, costs, fees and/or charges relative to such assignment. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling assigning Member shall be responsible at its sole cost and expense to obtain such consents as may be required from lenders and other third parties, if any, or waivers thereof. The other Members shall use reasonable efforts shall, if such transfer is consented to by such Member or does not require any such Member consent, reasonably cooperate with the selling assigning Member in obtaining such consents or waivers.

Assumption by Assignee. (a) Any assignment of all or any portion of an Entire a Member's Equity Interest in the Company permitted under this Article ARTICLE 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s 's rights and obligations hereunder with respect to the portion of the Entire Interest transferredsuch Equity Interest, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement (and if the Ceppeto Members will continue to be Members following such assignment, the Boston Properties Members' and BPLP's, as the case may be, covenants and other obligations hereunder and under the Tax Protection Agreement with respect to the restrictions on sale and the maintenance of certain indebtedness to be guaranteed by the Ceppeto Members, prior to the expiration of the Tax Protection Period), and assume and agree to perform all of the assignor’s 's agreements and obligations existing or arising at the time of and subsequent to such assignmentassignment with respect to such Equity Interest. Upon any such permitted assignment of all or any portion of an Entire the assignor's Equity Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder with respect to such Equity Interest arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, and the assignee shall become a Member in place of the assignorassignor with respect to such Equity Interest. An executed counterpart of each such assignment of all or any portion of an Entire Equity Interest in the Company and assumption of a Member’s 's obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. . (b) As a condition to any assignment of all or any portion of an Entire a Member's Equity Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereofof such consent requirements. The other Members shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers, provided, however, that in no event shall the other Members be required to incur or assume any cost or obligation, divest any asset or make any financial accommodation of any kind in connection therewith.

Assumption by Assignee. Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferredhereunder, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an the assignor’s Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferredassignment, and, in the case of a transfer of an Entire Interest, and the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an a Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The other Members Member shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.