No Further Transfer. Notwithstanding anything contained in the Closing Documents to the contrary, Buyer shall not, following Closing, assign or otherwise transfer any of the Loan Documents (including, without limitation, the Note) to a Person who is not an “accredited investor” within the meaning of the Securities Act of 1933, as amended, without Seller’s prior written consent, which consent may be granted or denied in Seller’s sole and absolute discretion for any reason, provided however that nothing contained herein shall prohibit (a) Buyer from collaterally assigning the Note and the other Loan Documents to a Qualified Lender (as defined below) immediately after Closing (“Collateral Assignment”), or (b) a Qualified Lender that received the Collateral Assignment from exercising its rights under the Collateral Assignment by foreclosure or otherwise. Notwithstanding the foregoing provision, Buyer acknowledges and agrees that Buyer’s obligation to close under this Agreement is not conditioned on financing. The term “Qualified Lender” shall mean and refer to a commercial bank or financial institution that provides financing to the Buyer for the transaction contemplated in this Agreement. Any transfer or assignment in violation of this Section 6.9 shall be null and void.
Appears in 3 contracts
Samples: Assignment Agreement, Assignment Agreement (Resource Real Estate Opportunity REIT, Inc.), Agreement for Sale and Purchase (Resource Real Estate Opportunity REIT, Inc.)
No Further Transfer. Notwithstanding anything contained in the Closing Documents to the contrary, Buyer shall not, following Closing, assign or otherwise transfer any of the Loan Documents (including, without limitation, the Note) to a Person who is not an “"accredited investor” " within the meaning of the Securities Act of 1933, as amended, without Seller’s 's prior written consent, which consent may be granted or denied in Seller’s 's sole and absolute discretion for any reason, provided however that nothing contained herein shall prohibit (a) Buyer from collaterally assigning the Note and the other Loan Documents to a Qualified Lender (as defined below) immediately after Closing (“"Collateral Assignment”"), or (b) a Qualified Lender that received the Collateral Assignment from exercising its rights under the Collateral Assignment by foreclosure or otherwise. Notwithstanding the foregoing provision, Buyer Xxxxx acknowledges and agrees that Buyer’s Xxxxx's obligation to close under this Agreement is not conditioned on financing. The term “"Qualified Lender” " shall mean and refer to a commercial bank or financial institution that provides financing to the Buyer for the transaction contemplated in this Agreement. Any transfer or assignment in violation of this Section 6.9 shall be null and void.. Non-Negotiable
Appears in 1 contract
Samples: Agreement for Sale and Purchase