Common use of General Assignments Clause in Contracts

General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases (the “Hotel Contracts”). The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and all other intangible Personal Property applicable to the Hotel, including Seller’s construction contract with the Contractor. Notwithstanding the foregoing, or anything else in this Contract to the contrary, Seller shall not assign to Buyer any construction-related claims against design professionals, suppliers, contractors or other persons performing work in connection with the design and construction of the Hotel to the extent such claims pertain to defects that are corrected by Seller prior to Closing, and if such defects are corrected by Seller subsequent to Closing, Buyer shall reassign the applicable claims to Seller for the purpose of Seller’s enforcement thereof. The foregoing provision of reassignment shall be self-operative and no further instrument of reassignment shall be required. If requested by Seller, however, Buyer shall execute and deliver promptly any certificate or other instrument which Seller may reasonably request to evidence such reassignment. Any claim or warranty retained by or reassigned to Seller pursuant to this Section 10.2(c) shall automatically revert to or be assigned to Buyer, as applicable, upon the conclusion of Seller’s enforcement or defense under such warranty, and no further instrument of reversion or assignment shall be required. If requested by Buyer, however, Seller shall execute and deliver promptly any certificate or other instrument which Buyer may reasonably request to evidence such reversion or assignment.

General Assignments. Assignments of all of Seller’s right, title and interest in and to all FF&E Leases, Service Contracts and Leases identified on Exhibit C hereto (the “Hotel Contracts”). The assignment shall also be a general assignment and shall provide for the assignment of all of Seller’s right, title and interest in all Records, Warranties, Licenses, Tradenames, Contracts, Plans and Specs and all other intangible Personal Property applicable to the Hotel, including Seller’s construction contract with any warranties or contracts relating to the ContractorRenovations (as such term is defined in Schedule 2.1(b)). Notwithstanding the foregoing, or anything else in this Contract to the contrary, Seller shall not assign to Buyer any construction-Renovations related claims against design professionals, suppliers, contractors or other persons performing work in connection with the design and construction of the Hotel Renovations to the extent such claims pertain to defects that are corrected by Seller prior to Closing, and if such defects are corrected by Seller subsequent to Closing, Buyer shall reassign the applicable claims to Seller for the purpose of Seller’s enforcement thereof. In the event that Buyer makes a claim against Seller subsequent to the Closing for any matter covered by any Renovation related warranty assigned to Buyer pursuant to this Section 10.2(d), Buyer will reassign such warranty to Seller for the sole purpose of Seller’s enforcement or defense thereunder against any third party. The foregoing provision provisions of reassignment shall be self-operative and no further instrument of reassignment shall be required. If requested by Seller, however, Buyer shall execute and deliver promptly any certificate or other instrument which Seller may reasonably request to evidence such reassignment. Any claim or warranty retained by or reassigned to Seller pursuant to this Section 10.2(c) shall automatically revert to or be assigned to Buyer, as applicable, upon the conclusion of Seller’s enforcement or defense under such warrantywarranty or claim, and no further instrument of reversion or assignment shall be required. If requested by Buyer, however, Seller shall execute and deliver promptly any certificate or other instrument which Buyer may reasonably request to evidence such reversion or assignment.