Common use of Buyer’s Assignment Clause in Contracts

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 survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing.

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 attempted assignment shall be null and void ab initio; provided, however, Buyer may assign this Agreement and/or its rights hereunder to an Affiliate without the consent of Seller or a subsidiary of American Realty Capital New York City REIT, Inc. or New York REIT, Inc. As used herein, “Affiliate” means any legal entity that is directly or indirectly through one or more intermediaries, controlled by or under common control with Buyer. As used in this paragraph only, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of management and policies, whether through the ownership of voting securities, by contract or otherwise. 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 public company. Buyer’s request that Seller direct deed the Property to anyone or anything other than Buyer shall constitute an assignment of this Agreement. (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) hereunder to an entity that is not an Affiliate, Buyer shall send Seller written notice of its intended assignment request at least five ten (510) Business Days prior to the Scheduled 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 survive the Closing or the termination of this Agreementhereunder, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, including those set forth in Article 5Section 4.2, Article 9 7 and Article 10 hereof8, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 Section 7.1 or Section 11.13 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide the information required by Section 8.7 and other documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing. If Buyer fails to provide the requested documentation to Seller at least ten (10) Business Days prior to the Scheduled Closing Date, then Seller shall have the right, at its election, to postpone the Scheduled Closing Date for a reasonable period until such verification has been made.

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 cause Seller to convey the Property to an affiliate of its rightBuyer which is wholly owned by Buyer or wholly owned by the owners of Buyer, title or to an affiliate which is owned, in part, by Buyer 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 which is controlled by Buyer or an entity controlling, controlled by or under common control with Buyer, which assignments may occur separately as to each property operating and management issues, and which assignee shall be designated in writing by Buyer by the delivery to Seller of the PC Property and the KV Property, so that one assignee of Buyer shall receive an a written assignment of the right, title and interest under this Agreement as pursuant 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 Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer’s '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 's assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement; , which items shall be received by Seller not less than three (ii3) Buyer shall provide Seller any other information that Seller may reasonably request with respect Business Days prior to the proposed assigneeClosing Date; and (iii) Buyer and notwithstanding the proposed assignee shall execute an assignment and assumption foregoing, the exercise 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 right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which will be are binding upon any the assignee of Buyer. (ii) No transfer . 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 interest in permitted assignment by Buyer, any assignee shall assume any and all obligations and Purchase Agreement SHP/Renaissance Portfolio Contract liabilities of Buyer under this Agreement and no transfers of direct or indirect interests in but, notwithstanding such assumption, Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 continue to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closingliable hereunder.

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 attempted 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. company or of any Class A Units or Class B Units of Preferred Apartment Communities Operating Partnership, L.P. Notwithstanding the foregoing terms of this paragraph (b) Notwithstanding anything in this Section 15.1(a) to the contrarya), Buyer shall have the right to assign all this Agreement to a wholly owned and controlled subsidiary of its right, title and interest under this AgreementBuyer, without Seller’s prior consent, provided that such assignment complies with the prior written consent terms of Seller, to a Registered Company paragraph (as defined in Section 15.20b) 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 Propertysection. (cb) In the event Buyer intends to assign its rights hereunder: (i) , Buyer shall send Seller written notice of its intended assignment request at least five ten (510) Business Days prior to the Scheduled 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 survive the Closing or the termination of this Agreementhereunder, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, including those set forth in Article 5Section 4.2, Article 9 7 and Article 10 hereof8, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 Section 7.1 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide the information and other documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing. If Buyer fails to provide the requested documentation to Seller at least ten (10) Business Days prior to the Scheduled Closing Date, then Seller shall have the right, at its election, to postpone the Scheduled Closing Date for a reasonable period until such verification has been made.

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 Buyer shall have the foregoing right to assign this Agreement to a limited liability company of which Buyer (or its majority owner) is the sole member. In the event of any permitted assignment by Buyer, any assignee shall not assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be construed to prohibit the transfer of stock in a publicly traded company. (b) liable hereunder. Notwithstanding anything in this Section 15.1(a) any provisions hereof to the contrary, whether express or implied, Buyer is, or may be, acquiring the Property as part of a tax deferred exchange for Buyer’s benefit of properties under § 1031 of the Internal Revenue Code and all regulations issued thereunder. In such event, Buyer shall have the right to elect to assign all of its right, title Buyer’s rights 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 obligations under this Agreement to a third party seller or intermediary (“Third Party”) as part of and in furtherance of such a tax deferred exchange of properties. Seller agrees to the purchase of the PC Property such assignment for such purpose, and another assignee of Buyer shall receive an assignment of the right, title Seller further agrees to assist 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 cooperate in such exchange 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 (subject to the reasonable approval of Seller) as are reasonably necessary in connection with such exchange, provided that such assistance and cooperation is at no cost, expense or liability to Seller. It is understood and agreed that as part of such exchange, Seller shall, if directed by the Third Party, convey the Property directly to Buyer or such assignee of Buyer under the terms of this Agreement; (ii) Buyer shall provide Seller any other information permitted as set forth above and 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 be obligated to acquire title to or convey any property (other than the Property) as part of such exchange. Buyer of hereby agrees to indemnify and hold Seller free and harmless from any of its obligations and liabilities hereunder cost, expense or liability, including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee without limitation reasonable attorneys’ fees resulting from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide documentation reasonably necessary or desirable for Seller to verify that participation in such representations and warranties are true, accurate and complete at all times prior to Closingexchange.

Buyer’s Assignment. (a) 11.1.1 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 attempted 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 the foregoing terms of this paragraph (b) Notwithstanding anything in this Section 15.1(a) to the contrarya), Buyer shall have the right to assign all of its right, title this Agreement to any LEGAL02/38855357v6 24 entity wholly-owned and interest under this Agreementcontrolled by MED Healthcare, without Seller’s prior consent, provided that such assignment complies with the prior written consent terms of Seller, to a Registered Company paragraph (as defined in Section 15.20b) 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 Propertysection. (c) 11.1.2 In the event Buyer intends to assign its rights hereunder: (i) , Buyer shall send Seller written notice of its intended assignment request at least five ten (510) Business Days prior to the Scheduled 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: (ia) Any permitted assignment by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreementhereunder, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, including those set forth in Article 5Section 4.2, Article 9 7 and Article 10 hereof8, all of which will be binding upon any assignee of Buyer. (iib) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 Section 7.1 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide the information and other documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing. If Buyer fails to provide the requested documentation to Seller at least ten (10) Business Days prior to the Scheduled Closing Date, then Seller shall have the right, at its election, to postpone the Scheduled Closing Date for a reasonable period until such verification has been made.

Buyer’s Assignment. (a) 11.1.1 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 attempted 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 Buyer may assign this Section 15.1(a) to the contrary, Buyer shall have the right to assign Agreement and all of its rightrights hereunder, title and interest under this Agreementwith respect to the Property, without the prior written consent of Seller’s consent, to a Registered Company (as defined in Section 15.20i) any parent, affiliate or another subsidiary of Buyer, (ii) any entity managed that is sponsored by an affiliate of Buyer, (iii) any entity that is owned or controlled controlled, directly or indirectly, by Buyer or an entity controllingits present shareholders, controlled by principals 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 Propertymembers. (c) 11.1.2 In the event Buyer intends to assign its rights hereunder: (i) , Buyer shall send Seller written notice of its intended assignment request at least five three (53) Business Days prior to the Scheduled Closing Date, which notice shall include the legal name and structure chart 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 relevant 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: (ia) Any permitted assignment by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreementhereunder, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, including those set forth in Article 5Section 4.2, Article 9 7 and Article 10 hereof8, all of which will be binding upon any assignee of Buyer. (iib) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 Section 7.1 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide the information and other documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing. If Buyer fails to provide the requested documentation to Seller at least ten (10) Business Days prior to the Scheduled Closing Date, then Seller shall have the right, at its election, to postpone the Scheduled Closing Date for a reasonable period until such verification has been made.

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 cause Seller to convey the Property to an affiliate 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 Buyer which is wholly owned by Buyer or an entity controlling, controlled wholly owned by or under common control with the owners of Buyer, and which assignments may occur separately as assignee shall be designated in writing by Buyer by the delivery to each Seller of the PC Property and the KV Property, so that one assignee of Buyer shall receive an a written assignment of the right, title and interest under this Agreement as pursuant 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 Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer’s '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 's assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement; , which items shall be received by Seller not less than three (ii3) Buyer shall provide Seller any other information that Seller may reasonably request with respect Business Days prior to the proposed assignee; and (iii) Buyer and Closing Date. Notwithstanding the proposed assignee shall execute an assignment and assumption foregoing, the exercise 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 right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which will be are binding upon any the assignee of Buyer. (ii) No transfer . 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 interest in permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement and no transfers of direct or indirect interests in but, notwithstanding such assumption, Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 continue to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closingliable hereunder.

Buyer’s Assignment. (a) Except as provided in Section 15.1(b) below, 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 contraryterms of paragraph (a), Buyer shall have the right to assign all of its rightthis Agreement to (a) one or more entities owned and controlled by, 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 controlling or under common control with Buyer, or (b) to a partnership, limited liability company or similar vehicle in which assignments may occur separately Buyer owns a partnership or membership interest, without Seller’s consent so long as to each Buyer complies with the terms of the PC Property paragraphs (c) 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(d) hereinbelow. (c) In the event Buyer intends to assign its rights hereunder: (i) Buyer shall send Seller written notice of its intended proposed assignment at least five (5) Business Days business days prior to the scheduled 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 (iiiii) 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 survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection Section 9.1.3 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide the following documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing: information regarding the ownership of Buyer following the proposed assignment and a list of any person or entity that would directly or indirectly own more than a 25% interest in Buyer following the proposed assignment. If the results of Seller’s OFAC compliance check require additional information from the proposed assignee, Buyer covenants to deliver the Social Security number, FEIN number, or a copy of the passport, as applicable, for each such person or entity that would directly or indirectly own more than a 25% interest in Buyer following the proposed assignment. Notwithstanding any provision in this Agreement to the contrary, Seller may disclose such information, without notice to Buyer, to any government agency or regulators in connection with any regulatory examination or if Seller reasonably believes that such disclosure is required by Law or its regulatory compliance policies. If Buyer fails to provide the requested documentation to Seller at least five (5) business days prior to the scheduled Closing Date, then Seller shall have the right, at its election, to postpone the scheduled Closing Date for a period not to exceed thirty (30) days.

Buyer’s Assignment. (a) Buyer shall not assign this Agreement or its rights hereunder to any individual or entity 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 apply to, or be construed to prohibit or limit in any way the transfer of stock in in, a publicly traded company. (b) Notwithstanding anything in this the above provisions of Section 15.1(a16.1(a) to the contrary, Buyer shall have may, upon notice to (except to the right to assign all of its right, title and interest under this Agreement, extent that Buyer is precluded by applicable Law or regulations) but without the prior written requirement of consent of by Seller, assign this Agreement to a Registered Company (as defined in Section 15.20) corporation, partnership, limited liability company, trust or another other entity managed or controlled by Buyer or an entity controlling, controlled by or under common control with Buyer or in connection with any merger, consolidation, or other reorganization affecting Buyer, which assignments may occur separately as to each or a sale of the PC Property and the KV Propertyany substantial portion of Buyer’s assets. Notwithstanding any such assignment, so that one assignee of Buyer shall receive an assignment of the right, title and interest remain liable 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 Propertynot be released from any obligation or liability hereunder. (c) In the event Buyer intends to assign seek Seller’s consent to an assignment of its rights hereunder: (i) Buyer shall send Seller written notice of its intended assignment request at least five (5) Business Days 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;; and (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 survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 11 and Article 10 12 hereof, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 Section 11.1 to be untrue, inaccurate or incomplete (following any necessary restatement of the representation and warranty set forth in Section 11.1(d) in order to be accurate with respect to such assignee) and Buyer covenants to cooperate with Seller’s requests to provide documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing.

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 transferhereunder, directly or indirectlyindirectly through the sale or transfer of direct or indirect interests in Buyer, of any stock, partnership interest or other ownership interest in Buyer shall constitute an assignment than to a Permitted Assignee that satisfies the requirements and conditions of this Agreement; provided, however, that the foregoing shall not be construed to prohibit the transfer of stock in a publicly traded companySection 15.1 below. (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 hereunderhereunder to a Permitted Assignee: (i) Buyer shall send Seller written notice of its intended assignment at least five seven (57) Business Days business days prior to the Closing Date, which notice shall include the legal name and structure of the proposed assignee Permitted 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 Permitted Assignee and of the authority of Buyer’s assignee the Permitted Assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement;; and (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 Permitted Assignee shall execute an assignment and assumption of this Agreement pursuant to which Buyer’s obligations hereunder are expressly assumed by such assigneethe Permitted Assignee and which shall provide for the joint and several liability condition set forth in Section 15.1(c)(ii). (dc) 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 survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which will be binding upon any assignee of Buyer.the proposed assignee; (ii) Upon any such assignment the Buyer and the Permitted Assignee shall be and remain jointly and severally liable for the obligations and liabilities of Buyer under this Agreement; and (iii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection Section 9.1.3 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing. If Buyer fails to provide the requested documentation to Seller at least five (5) business days prior to the Closing Date, then Seller shall have the right, at its election, to postpone the Closing Date for a period not to exceed ten (10) days.

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 attempted 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 the foregoing terms of this paragraph (b) Notwithstanding anything in this Section 15.1(a) to the contrarya), Buyer shall have the right to assign all this Agreement to an affiliate of its rightBuyer (and to more than one, title as Buyer desires to have Seller convey separate parcels to an Apartment Buyer and interest under this Agreementan Outparcel Buyer) which is (i) any entity which controls, without the prior written consent of Seller, to a Registered Company (as defined in Section 15.20) or another entity managed or is controlled by or is under common management control with Buyer and/or (ii) an entity that is a real estate investment trust (a “REIT”) (or that is wholly owned directly or indirectly by a REIT) for which Buyer or an entity controlling, controlled by or under common control with Buyer, which assignments may occur separately affiliate of Buyer acts as to each the investment advisor and/or co-sponsor and/or is a member of the PC Property and sub-advisor for such REIT, without Seller’s prior consent, provided that such assignment complies with the KV Property, so that one assignee terms of Buyer shall receive an assignment paragraph (b) 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 PropertySection 11.1. (cb) In the event Buyer intends to assign its rights hereunder: (i) , Buyer shall send Seller written notice of its intended assignment request at least five ten (510) Business Days prior to the Closing Date, which notice shall include the legal name and structure of the proposed assignee and evidence reasonably satisfactory the information required by Section 8.7 with respect to Seller of the valid legal existence of Buyer’s proposed 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 survive the Closing or the termination of this Agreementhereunder, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, including those set forth in Article 5Section 4.2, Article 9 7 and Article 10 hereof8, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 Section 7.1 or Section 11.13 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide the information required by Section 8.7 and other documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing. If Buyer fails to provide the requested documentation to Seller at least ten (10) Business Days prior to the Closing Date, then Seller shall have the right, at its election, to postpone the Closing Date for a reasonable period until such verification has been made.

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 cause Seller to convey the Property to an Affiliate of its right, title and interest under this Agreement, without the prior written consent of Seller, to a Registered Company Buyer (as defined herein) and or any of the Identified SPEs (as defined herein), and which assignee shall be designated in Section 15.20) or another entity managed or controlled writing by Buyer or an entity controlling, controlled by or under common control with Buyer, which assignments may occur separately as the delivery to each Seller of the PC Property and the KV Property, so that one assignee of Buyer shall receive an a written assignment of the right, title and interest under this Agreement as pursuant 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 Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer’s '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 's assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement; , which items shall be received by Seller not less than three (ii3) Buyer shall provide Seller any other information that Seller may reasonably request with respect Business Days prior to the proposed assignee; and (iii) Buyer and Closing Date. As used herein, the proposed assignee term “Affiliate” shall execute an assignment and assumption mean any one or more entities directly or indirectly controlled by, in control of this Agreement pursuant to which or under common control with Buyer’s obligations hereunder are expressly assumed by . Notwithstanding the foregoing, the exercise of such assignee. (d) Notwithstanding any provision in this Agreement to the contrary: (i) Any permitted assignment right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which will be are binding upon any the assignee of Buyer. . 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. As used herein, the term “Identified SPEs” include the following Delaware limited liability companies: (i) ARHC ATASHNC01, LLC, (ii) No transfer by Buyer of any interest in this Agreement ARHC ATATHGA01, LLC, (iii) ARHC ATATLGA01, LLC, (iv) ARHC ATDECGA01, LLC, (v) ARHC ATKNOTN01, LLC, (vi) ARHC ATLARFL01, LLC, (vii) ARHC BTFMYFL01, LLC , (viii) ARHC BTNAPFL01, LLC, and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 to be untrue(ix) ARHC ATDECGA02, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to ClosingLLC.

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 attempted 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 the foregoing terms of this paragraph (b) Notwithstanding anything in this Section 15.1(a) to the contrarya), Buyer shall have the right to assign all of its rightthis Agreement to one or more affiliate entities that are controlled by, title and interest under this Agreement, without the prior written consent of Seller, to a Registered Company (as defined in Section 15.20) controls or another entity managed or controlled by Buyer or an entity controlling, controlled by or is under common control with Buyer, which assignments may occur separately as to each without Seller’s prior consent, provided that such assignment complies with the terms of the PC Property and the KV Property, so that one assignee paragraph (b) 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.section (cb) In the event Buyer intends to assign its rights hereunder: (i) , Buyer shall send Seller written notice of its intended assignment request at least five (5) Business Days prior to the applicable Scheduled 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 survive the Closing or the termination of this Agreementhereunder, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, including those set forth in Article 5Section 4.2, Article 9 7 and Article 10 hereof8, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 Section 7.1 or Section 11.13 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s requests to provide the information required by Section 8.7 and other documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to the applicable Closing. If Buyer fails to provide the requested documentation to Seller at least ten (10) Business Days prior to the Scheduled Closing Date, then Seller shall have the right, at its election, to postpone the applicable Scheduled Closing Date for a reasonable period until such verification has been made.

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 attempted 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 the foregoing terms of this paragraph (b) Notwithstanding anything in this Section 15.1(a) to the contrarya), Buyer shall have the right to assign all of its right, title this Agreement to an entity owned and interest under this Agreementcontrolled by Buyer, without Seller's prior consent, provided that such assignment complies with the prior written consent terms of Seller, to a Registered Company paragraph (as defined in Section 15.20b) 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 Propertysection. (cb) In the event Buyer intends to assign its rights hereunder: (i) , Buyer shall send Seller written notice of its intended assignment request at least five (5) Business Days prior to the Scheduled 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 survive the Closing or the termination of this Agreementhereunder, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, including those set forth in Article 5Section 4.2, Article 9 7 and Article 10 hereof8, all of which will be binding upon any assignee of Buyer. (ii) No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Subsection 9.1.3 Section 7.1 to be untrue, inaccurate or incomplete and Buyer covenants to cooperate with Seller’s 's requests to provide the information required by Section 8.11 and other documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing. If Buyer fails to provide the requested documentation to Seller at least five (5) Business Days prior to the Scheduled Closing Date, then Seller shall have the right, at its election, to postpone the Scheduled Closing Date for a reasonable period until such verification has been made.