Buyer’s Right to Assign. The Buyer may assign some or all of its rights, and delegate some or all of its obligations, under this Contract (including, with limitation, the License and the Design Materials License), to an Eligible Assignee without the Seller’s consent; provided, however, that: (a) the Buyer shall notify the Seller of its intent to assign no less than ten (10) days prior to the execution of any such assignment; (b) the Buyer shall either (i) (subject to the limitations set forth in Article 24) guarantee the obligations of the assignee by executing a guaranty in a form acceptable to the Seller or (ii) retain its obligations under any payment and indemnity provisions of the Contract; (c) the first assignee may not further assign or delegate any rights or obligations hereunder except to the original Buyer, unless the first assignee is an Affiliate of the Buyer, in which case such assignee (and its assignees who are Affiliates of the Buyer) may further assign or delegate any rights or obligations to one or more Affiliate(s) of the Buyer (including the original Buyer); and (d) the Buyer shall in no event assign to its engineering or construction contractor the right to receive liquidated damages under this Contract. In addition, the Buyer may assign some or all of its rights, and delegate some or all of its obligations, under this Contract to any other third party subject to the prior written consent of the Seller (such consent not to be unreasonably withheld).
Buyer’s Right to Assign. Buyer shall have the right, power and authority to assign all or any portion of this Agreement or its rights hereunder or to delegate any duties or obliga tions arising under this Agreement, voluntarily, involuntarily or by operation of law, without Seller's consent, to any affiliate of Buyer; provided, however, that no such assign ment or delegation shall relieve Buyer of its obligations or liabilities under this Agreement.
Buyer’s Right to Assign. Buyer shall have the right to assign its rights under this Agreement to any affiliate in whom the title of the Property is to vest. Any assignment permitted by this Section must be in writing, must be furnished to Seller and must provide that the assignee assumes all of the obligations of Buyer under this Agreement.
Buyer’s Right to Assign. Buyer shall have the right to assign any or all of the rights and licenses, and whenever the word “Buyer” is used in this article it shall be deemed to include Buyer and its successor and assigns.
Buyer’s Right to Assign. Buyer shall have no right to assign or transfer any of its rights or responsibilities hereunder to any person or entity without Seller’s prior written consent which may be given or withheld in Seller’s sole and absolute discretion. Any attempt by Buyer to assign or transfer any of its rights or responsibilities hereunder without Seller’s written consent shall be void. Notwithstanding the foregoing, Buyer shall have the right to (i) assign this Agreement to any of Buyer’s affiliates (provided, however, that Buyer shall not be released from any of its obligations under this Agreement) and/or (ii) nominate any person to take title to the Property at the Close of Escrow. As used in this Agreement, the term “affiliate” means a person or entity controlling, controlled by or under common control with the person or entity in question, and “control” and person or correlated words means the effective ability to control management decisions of the person or entity in question.
Buyer’s Right to Assign. Except as otherwise provided in this Agreement, Buyer shall have the right, power, and authority to assign this Agreement (including, without limitation, an assignment for security purposes) or any portion of this Agreement or to delegate any duties or obligations arising under this Agreement, voluntarily, involuntarily or by operation of law, without Seller's consent. Upon an assignment, Buyer shall be relieved of all obligations under this Agreement and the Escrow, except the indemnification obligations of Buyer pursuant to Section 4.7 and Section 12 of this Agreement, which shall expressly survive assignment.
Buyer’s Right to Assign. Buyer shall have the right to assign this Agreement, in whole or in part, without the prior consent of Seller, and upon notice from Buyer, Seller agrees to convey the Member Interest directly to Buyer's assignee, provided that Buyer and/or such assignee have fulfilled Buyer's obligations under this Agreement. Any such assignment shall not relieve the named Buyer of its obligations under this Agreement through the completion of Closing under this Agreement.
Buyer’s Right to Assign. Buyer shall have the right to assign its rights under this Agreement and/or to nominate any entity in whom the title of the Property is to vest provided, however, unless such entity is owned or controlled by or under common control with Buyer such assignment or nomination shall require the consent of Seller which may be withheld in Seller’s sole and absolute discretion and shall be subject, at a minimum, to such assignee or nominee agreeing in writing to be bound by all of the terms and conditions of this Agreement and of Buyer’s obligations hereunder, including, but not limited to, Buyer’s obligations with respect to the Master Lease.
Buyer’s Right to Assign. Buyer may assign this Agreement and its rights and obligations hereunder without the consent of Fuel Manager to (i) an Affiliate, or (ii) a third party (or Affiliate thereof); provided that any such assignee is at least as creditworthy as LIPA as of the FMA Effective Date of this Agreement and agrees in writing to be bound by this Agreement.
Buyer’s Right to Assign. Except as otherwise set forth herein, neither party shall have the right to assign its rights under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, following delivery of written notice to Seller, Buyer may, at least three (3) days prior to the Close of Escrow, assign all or any of its right, title and interest under this Agreement to CareTrust REIT, Inc., a Maryland Corporation (“CareTrust”) or to any corporate or partnership entity affiliated with, or related to, CareTrust (any such entity, an “Affiliate”), or to any corporate or partnership entity in which CareTrust or an Affiliate is a partner, co-venturer, shareholder or member No such assignee shall accrue any obligations or liabilities hereunder until the effective date of such assignment. In the event of an assignment of this Agreement by Buyer, its assignee shall be deemed to be the Buyer hereunder for all purposes hereof, and shall have all rights of Buyer hereunder (including, but not limited to, the right of further assignment consistent with the terms of this Section 16(b)), provided the assignor shall not be released from all liability hereunder. At Closing, Buyer may also elect to cause all or any part of the Property to be directly assigned or conveyed by Seller to, or all or any of the liabilities to be assumed hereunder to be directly assumed by, as applicable, one or more designee or assignee of Buyer, including, but not limited to, New Operator.
