Common use of Limited Assignment Clause in Contracts

Limited Assignment. Subject to the further limitations in subparagraph (b) below, prior to Closing Buyer may, without the prior written consent of Seller, assign this Agreement, and all, but not part, of Buyer’s rights under this Agreement, to an entity (i) which is qualified to do business in the State in which the Property is located, and (ii) which is directly or indirectly controlled by the entity owning all or substantially all of the interests in Buyer or is an investment fund of, or investment advisory client of, Buyer; provided, however, that such assignment shall not release or relieve Buyer of and from any liability or obligation under this Agreement, and Buyer shall continue to be primarily liable to Seller under this Agreement. No such assignment shall be effective, however, unless and until Buyer shall have furnished to Seller both an executed copy of the assignment and assumption agreement, in form reasonably satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this Agreement, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement (or if the assignee is a different form of entity, the applicable representation shall be modified as appropriate). Seller shall have the right to rely in good faith on the genuineness and validity of the notice from Buyer of an assignment and to convey the Property to the assignee without liability to Buyer or any other person. Buyer shall indemnify and save Seller harmless from and against any such liability in connection with such conveyance to the assignee.

Limited Assignment. Subject Except as provided in Section 11.12 below, neither this Agreement nor any interest hereunder shall be assigned or transferred by Purchaser without Sellers’ consent; provided, however, that no such consent shall be required with respect to Purchaser’s assignment to one or more entities that are (or will prior to the further limitations in subparagraph (bClosing Date be) below, prior to Closing Buyer may, without the prior written consent of Seller, assign this Agreement, and all, but not part, of Buyer’s rights under this Agreement, to an entity (i) which is qualified to do business in the State in which the Property is locatedstate of Texas and are wholly owned, and (ii) which is directly or indirectly controlled indirectly, by Purchaser or the entity owning all or substantially all of the interests in Buyer or is an investment fund ofKBS Strategic Opportunity REIT, or investment advisory client of, BuyerInc.; provided, however, and provided further that upon any such assignment permitted hereunder, the Purchaser named herein shall not release or relieve Buyer of and from any liability or obligation under this Agreement, and Buyer shall continue to be primarily remain liable to Seller under this AgreementSellers for the performance of "Purchaser’s" obligations hereunder. No such assignment shall be effective, however, unless and until Buyer Purchaser shall have furnished to Seller Sellers both an executed copy of the assignment and plus a written assumption agreement, in form reasonably satisfactory to SellerSellers, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer Purchaser named herein, for the performance of all of the obligations of Buyer Purchaser under this AgreementAgreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer Purchaser in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement (or if the assignee is a different form of entity, the applicable representation shall be modified as appropriate). Seller Sellers shall have the right to rely in good faith on the genuineness and validity of the notice from Buyer Purchaser of an assignment and to convey the Property to the assignee without liability to Buyer Purchaser or any other person. Buyer Purchaser shall indemnify and save Seller Sellers harmless from and against any such liability in connection with such conveyance to the assignee. Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding upon Sellers and Purchaser and their respective successors and assigns.

Limited Assignment. Subject to the further limitations in subparagraph (b) below, prior to Closing Buyer may, without the prior written consent of Seller, assign this Agreement, and all, but not part, of Buyer’s 's rights under this Agreement, may be assigned by Buyer, without the prior written consent of Seller, to an any entity (i) affiliated with the Inland Group, Inc., a Delaware corporation, which is qualified to do business in the State in which the Property of Illinois, so long as there is located, and (ii) which is directly or indirectly controlled by the entity owning all or substantially all of the interests in Buyer or is an investment fund of, or investment advisory client of, Buyerno payment for such assignment; provided, however, that such assignment shall not release or relieve Buyer of and from any liability or obligation under this Agreement, and Buyer shall continue to be primarily liable to Seller under this Agreement. No such assignment shall be effective, however, unless and until Buyer shall have furnished to Seller both (i) an executed copy of the assignment and plus a written assumption agreement, in form reasonably satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this AgreementAgreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement agreement, and (or if the assignee is a different form of entity, the applicable representation shall be modified ii) such information as appropriate)Seller may reasonably request to confirm that no payment has made for such assignment. Seller shall have the right to rely in good faith on the genuineness genuiness and validity of the notice from Buyer of an assignment and to convey the Property Premises to the assignee without liability to Buyer or any other person. Buyer shall indemnify and save Seller harmless from and against any such liability in connection with such conveyance to the assignee.

Limited Assignment. Subject to the further limitations set forth in subparagraph (b) below, prior to Closing Buyer maythis Agreement and all, but not part, of Buyer's rights under this Agreement may be assigned by Buyer, without the prior written consent of Seller, assign this Agreement, and all, but not part, of Buyer’s rights under this Agreement, to an entity (i) which is qualified to do business in the State in which the Property Premises is located, located and in which Buyer (iiand/or Beacon Properties Corporation ("BPC") which is directly and/or one or indirectly more entitled 100% owned and controlled by the entity owning all or substantially all Buyer and/or BPC) owns for its own account not less than one hundred percent (100%) of the ownership interests in Buyer or is an investment fund of, or investment advisory client of, Buyertherein and maintains control over the management and affairs of the entity; provided, however, that such assignment shall not release or relieve Buyer of and an from any liability or obligation under this Agreement, and Buyer shall continue to be primarily liable to Seller under this Agreement. No such assignment shall be effective, however, unless and until Buyer shall have furnished to Seller both an executed copy of the assignment and plus a written assumption agreement, in form reasonably satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this AgreementAgreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement (or if the assignee is a different form of entity, the applicable representation shall be modified as appropriate)agreement. Seller shall have the right to rely in good faith on the genuineness and validity of the notice from Buyer of an assignment and to convey the Property Premises to the assignee without liability to Buyer or any other person. Buyer shall indemnify and save Seller harmless from and against any such liability in connection with such conveyance to the assignee.