Purchaser’s Assignability Sample Clauses

Purchaser’s Assignability. Purchaser may assign its rights and obligations hereunder without the prior written consent of Seller provided (i) the assignee is a single member limited liability company and the sole member of such assignee is Purchaser, and (ii) Purchaser delivers to Seller at least 5 days prior to the Closing a copy of the assignment, under which Purchaser remains liable for all of Purchaser’s obligations under this Agreement through the Closing, and under which the assignee assumes all of the Purchaser’s obligations under this Agreement (a “Permitted Transfer”). Except with respect to a Permitted Transfer, Purchaser cannot assign all or any part of its rights or obligations under this Agreement without the prior written consent of Seller. Any assignment made in violation of the terms of this Section shall be void and of no force and effect. For purposes of this Section, an assignment by Purchaser shall include, but not be limited to, a transfer or transfers by any means of more than 55% in the aggregate of the voting stock or voting interest in Purchaser.
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Purchaser’s Assignability. Purchaser cannot assign all or any part of its rights or obligations hereunder without the prior written consent of Seller, which consent shall not be unreasonably withheld; provided, however, that Purchaser may assign its rights to an Affiliate (as hereinafter defined), provided (i) Purchaser shall not be relieved of its liability under this Agreement; and (ii) Purchaser shall notify Seller and Title Company of any such assignment not later than three (3) business days prior to the Closing Date. Any assignment made in violation of the terms of this Section shall be void and of no force and effect. For purposes of this Section 11.4(a), the term "Affiliate" shall mean: (1) an entity that controls, is controlled by, or is under common control with Purchaser (directly or indirectly, through voting or equity ownership); (2) any partnership in which Purchaser or Purchaser's controlling member is the general partner; or (3) any fund or entity sponsored by Purchaser.
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Purchaser’s Assignability. Except as provided in Section 8.25 or to an Affiliate, as defined below, Purchaser shall not have the right to assign all or any part of its interest or rights under this Agreement without the prior written consent of Seller, which may be granted or withheld in Seller’s sole discretion. Any attempted assignment by Purchaser without such prior written consent, including assignments that would otherwise occur by operation of law, shall be without force or effect as against Seller. Notwithstanding the foregoing provisions, Purchaser shall have the right to assign this Agreement without the consent of Seller to any entity controlling, controlled by or under common control with Purchaser (each, an “Affiliate”), provided Purchaser delivers to Seller at least 5 days prior to the Closing a copy of the assignment under which the Affiliate assignee assumes all of the Purchaser’s obligations under this Agreement. Any assignment made in violation of the terms of this Section shall be void and of no force and effect. For purposes of this Section, an assignment by Purchaser shall include, but not be limited to, a transfer or transfers by any means of more than 55% in the aggregate of the voting stock or voting interest in Purchaser.
Sample 1
Purchaser’s Assignability. Purchaser cannot assign all or any part of its rights or obligations hereunder without the prior written consent of Seller; provided, however, that Purchaser may assign its rights to an Affiliate, provided (i) Purchaser shall not be relieved of its liability under this Agreement, and (ii) Purchaser shall notify Seller and Title Company of any such assignment not later than two (2) business days prior to the Closing Date. Any assignment made in violation of the terms of this Section shall be void and of no force and effect. For purposes of this Section 8.4, the term "Affiliate" shall mean: (1) an entity that controls, is controlled by, or is under common control with Purchaser; (2) any partnership in which Purchaser or Purchaser's controlling member is the general partner; or (3) any fund or entity sponsored by Purchaser.
Sample 1

Related to Purchaser’s Assignability

  • Non-Assignability This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party.

  • Assignability This Agreement shall not be assigned by either party without the prior written consent of the other.

  • Independent Nature of Purchasers’ Obligations and Rights The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

  • Binding Effect; Assignability This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

  • CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING The obligations of the Purchaser to consummate the transactions under Section 2 are subject to the fulfillment, to the satisfaction of the Purchaser on or prior to the Closing, or waiver by the Purchaser, of the following conditions:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

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