Buyer’s Assignment. (a) Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such assignment shall be null and void ab initio. Any transfer, directly or indirectly, of any stock, partnership interest or other ownership interest in Buyer shall constitute an assignment of this Agreement; provided, however, that the foregoing shall not be construed to prohibit the transfer of stock in a publicly traded company.
(b) Notwithstanding anything in this Section 15.1(a) to the contrary, Buyer shall have the right to assign all of its right, title and interest under this Agreement, without the prior written consent of Seller, to a Registered Company (as defined in Section 15.20) or another entity managed or controlled by Buyer or an entity controlling, controlled by or under common control with Buyer, which assignments may occur separately as to each of the PC Property and the KV Property, so that one assignee of Buyer shall receive an assignment of the right, title and interest under this Agreement as to the purchase of the PC Property and another assignee of Buyer shall receive an assignment of the right, title and interest under this Agreement as to the purchase of the KV Property.
(c) In the event Buyer intends to assign its rights hereunder:
(i) Buyer shall send Seller written notice of its intended assignment at least five (5) Business Days prior to the Closing Date, which notice shall include the legal name and structure of the proposed assignee and evidence reasonably satisfactory to Seller of the valid legal existence of Buyer’s assignee, its qualification (if necessary) to do business in the jurisdiction in which the Property is located and of the authority of Buyer’s assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement;
(ii) Buyer shall provide Seller any other information that Seller may reasonably request with respect to the proposed assignee; and
(iii) Buyer and the proposed assignee shall execute an assignment and assumption of this Agreement pursuant to which Buyer’s obligations hereunder are expressly assumed by such assignee.
(d) Notwithstanding any provision in this Agreement to the contrary:
(i) Any permitted assignment by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which s...
Buyer’s Assignment. Other than in connection with an assignment pursuant to Section 11.16 hereof, Buyer shall not assign this Agreement or its rights hereunder (other than to an entity that is directly or indirectly wholly-owned and controlled by VICI) without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion. Notwithstanding the foregoing, Buyer may designate an entity that is directly or indirectly wholly-owned and controlled by VICI to be the named transferee on all Closing Documents.
Buyer’s Assignment. Except as otherwise provided herein, Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole discretion, and any such assignment shall be null and void ab initio. In the event of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder. Seller hereby consents to the assignment by Buyer of this contract to any partnership, limited partnership or limited liability company directly or indirectly controlled by Buyer.
Buyer’s Assignment. Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole discretion, and any such assignment shall be null and void.
Buyer’s Assignment. Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole discretion, and any such assignment shall be null and void ab initio; provided, however, Buyer shall be permitted to assign its rights hereunder upon notice to, but without the consent of Seller, to a wholly owned subsidiary of Buyer. If Seller consents to an assignment of this Agreement, as a condition to Buyer's right to assign this Agreement, Buyer and the assignee shall deliver to Seller a written agreement in a form reasonably acceptable to Seller executed by Buyer and the assignee whereby Buyer's obligations under this Agreement are assigned to and assumed by the assignee, and the assignee agrees to be bound by all of the terms and conditions of this Agreement as if the assignee had originally executed this Agreement ("ASSIGNMENT AGREEMENT"). In the Assignment Agreement, the assignee shall also acknowledge receipt of all Due Diligence and other information received or obtained by Buyer. An assignment of this Agreement shall not relieve Buyer of its obligations hereunder.
Buyer’s Assignment. Other than in connection with an assignment pursuant to Section 11.16 hereof, Buyer shall not assign this Agreement or its rights hereunder (other than to an entity that is directly or indirectly wholly-owned and controlled by VICI) without the prior written consent of Eldorado, which consent Eldorado may grant or withhold in its sole and absolute discretion. Notwithstanding the foregoing, Buyer may designate an entity that is directly or indirectly wholly-owned and controlled by VICI to be the named transferee (or transferor, as applicable) on all Closing Documents.
Buyer’s Assignment. Buyer shall have the right to assign this Agreement to an entity for which Buyer or an affiliate of Buyer acts as the investment advisor without Seller’s consent but shall, in any event, notify Seller in writing of any such assignment. Except as expressly provided to the contrary by the immediately preceding sentence, Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such assignment shall be null and void ab initio. In the event of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder until the Closing.
Buyer’s Assignment. The rights of Buyer under this Agreement may not be assigned or transferred in whole or in part, by operation of law or otherwise, without the express written consent of Seller.
Buyer’s Assignment. (a) Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such assignment shall be null and void ab initio. Any transfer, directly or indirectly, of any stock, partnership interest or other ownership interest in Buyer shall constitute an assignment of this Agreement; provided, however, that the foregoing shall not be construed to prohibit the transfer of stock in a publicly traded company. Notwithstanding anything in this Section 15.1(a) to the contrary, Buyer shall have the right to assign all of its right, title and interest under this Agreement, without the prior written consent of Seller, to a Registered Company (as defined in Section 15.20) or another entity managed or controlled by Buyer or an entity controlling, controlled by or under common control with Buyer.
Buyer’s Assignment. Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such assignment shall be null and void ab initio. However, Buyer may assign or otherwise transfer all of its interest under this Agreement without Seller's consent to: (i) any entity wholly owned or controlled, directly or indirectly, by Buyer or Steadfast Apartment REIT, Inc., a Maryland corporation (“SIR”), or (ii) any subsidiary of Buyer or SIR ("Assignee"); provided that, in such event, (i) Buyer and Assignee shall be jointly and severally liable for all of the representations, warranties, indemnities, waivers, releases and other obligations and undertakings set forth in this Agreement until Closing and Assignee shall be solely liable from and after Closing, and (ii) not less than four (4) days prior to the Closing Date, LEGAL02/34919558v5 Buyer shall deliver to Seller (a) written notice of such assignment setting forth the precise signature block to be included in all closing documents; and (b) a copy of an executed assignment agreement (the “Assignment and Assumption of Purchase and Sale Agreement”) in the form attached hereto as Exhibit M or such other form as may be approved by Seller in its reasonable discretion. Subject to the foregoing, this Agreement shall inure to the benefit of, and shall be binding upon, Seller and Buyer and their respective successors and assigns.
