Common use of Assignment by Buyer Clause in Contracts

Assignment by Buyer. Except as herein expressly provided, Buyer shall not, without the prior written consent of Seller, which Seller may withhold in its sole and absolute discretion, assign any of Buyer’s rights hereunder or any part thereof to any person, firm, partnership, corporation or other entity. If any assignment is made with the consent of Seller, then the sale contemplated by this Agreement shall be consummated in the name of, and by and through the authorized officials of, any such assignee but Buyer shall remain liable hereunder. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement without Seller's consent to one (1) or more Affiliates of Buyer or Bluerock. Buyer shall give Seller written notice of the assignment of this Agreement to the Affiliate and shall provide Seller with a copy of the fully-executed assignment agreement. The Affiliate shall assume the obligations of Buyer under this Agreement, provided, however, that such assignment shall not relieve Buyer of its obligations under this Agreement unless and until Closing occurs.

Assignment by Buyer. Except as herein expressly provided, Buyer shall not, without the prior written consent of Seller, which Seller may withhold in its sole and absolute discretion, assign any of Buyer’s rights hereunder or any part thereof to any person, firm, partnership, corporation or other entity. If any assignment is made with the consent of Seller, then the sale contemplated by this Agreement shall be consummated in the name of, and by and through the authorized officials of, any such assignee but Buyer shall remain liable hereunder. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement without Seller's consent to one such other entity in which Buyer has an ownership interest and management control by delivering to the Seller Representative, on behalf of the Seller Parties, a written assignment and assumption agreement (1“Contract Assignment”) under which the assignee assumes all of Buyer’s obligations under this Agreement. The Seller Parties shall have the right to approve the form and substance of the Contract Assignment, which approval shall not be unreasonably withheld, conditioned or more Affiliates of Buyer or Bluerockdelayed. Except as provided in the foregoing two sentences, Buyer shall give Seller have no right to assign or transfer its rights under this Agreement except with the prior written notice consent of the Seller Parties, which the Seller Parties may withhold in their sole and absolute discretion. The Seller Parties shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement to on the Affiliate and shall provide Seller with a copy part of the fully-executed assignment agreementBuyer. The Affiliate shall assume the obligations of Buyer under this Agreement, provided, however, that such No assignment shall not relieve or excuse Buyer of its obligations under this Agreement unless and until Closing occursliability hereunder. The Seller Parties’ consent to any one assignment shall not be deemed consent to any other assignment or a waiver of the requirement for its consent to any other assignment.

Assignment by Buyer. Except as herein expressly providedBecause Buyer has been selected by Seller to purchase this Property through a bid process and the identity of the Buyer is of the utmost important to Seller, prior to Closing Buyer shall not, without the have no right to assign or transfer its rights under this Agreement except with prior written consent of Seller, which Seller may withhold in its sole and absolute discretion, assign any of Buyer’s rights hereunder or any part thereof to any person, firm, partnership, corporation or other entity. If any assignment is made with the consent of Seller, then the sale contemplated by this Agreement shall be consummated in the name of, and by and through the authorized officials of, any such assignee but Buyer shall remain liable hereunder. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement without Seller's consent to one (1) or more Affiliates of Buyer or Bluerock. Buyer shall give Seller written notice of the assignment of this Agreement to the Affiliate and shall provide Seller with a copy of the fully-executed assignment agreement. The Affiliate shall assume the obligations of Buyer under this Agreement, discretion deny; provided, however, that Seller will not unreasonably withhold its consent if Buyer seeks to assign its rights under this Agreement to a corporation or partnership which is at least fifty percent (50%) owned by Buyer. Sale of shares or partnership interests or other ownership units in Buyer (other than on a nationally recognized stock exchange or over-the-counter market) shall constitute an assignment subject to the terms of this Section. Seller shall have no obligation to respect any assignment in violation of this Section and such an assignment shall not constitute a material breach of this Agreement on the part of Buyer. No assignment shall relieve or excuse Buyer of its obligations under this Agreement unless and until Closing occursliability hereunder. Seller's consent to any one assignment shall not be deemed consent to any other assignment or a waiver of the requirement for its consent to any other assignment.

Assignment by Buyer. Except as herein expressly provided, Buyer shall not, without the prior written consent of Seller, which Seller may withhold in its sole and absolute discretion, assign any of Buyer’s rights hereunder or any part thereof to any person, firm, partnership, corporation or other entity. If any assignment is made with the consent of Seller, then the sale contemplated by this Agreement shall be consummated in the name of, and by and through the authorized officials of, any such assignee but Buyer shall remain liable hereunder. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement without Seller's consent to one such other entity in which Buyer has an ownership interest and management control by delivering to the Seller Representative, on behalf of the Seller Parties, a written assignment and assumption agreement (1“Contract Assignment”) under which the assignee assumes all of Buyer’s obligations under this Agreement. The Seller Parties shall have the right to approve the form and 105 substance of the Contract Assignment, which approval shall not be unreasonably withheld, conditioned or more Affiliates of Buyer or Bluerockdelayed. Except as provided in the foregoing two sentences, Buyer shall give Seller have no right to assign or transfer its rights under this Agreement except with the prior written notice consent of the Seller Parties, which the Seller Parties may withhold in their sole and absolute discretion. The Seller Parties shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement to on the Affiliate and shall provide Seller with a copy part of the fully-executed assignment agreementBuyer. The Affiliate shall assume the obligations of Buyer under this Agreement, provided, however, that such No assignment shall not relieve or excuse Buyer of its obligations under this Agreement unless and until Closing occursliability hereunder. The Seller Parties’ consent to any one assignment shall not be deemed consent to any other assignment or a waiver of the requirement for its consent to any other assignment.

Assignment by Buyer. Buyer shall have the right to assign this Agreement to such other entity in which Buyer has an ownership interest and management control by delivering to Seller a written assignment and assumption agreement (“Contract Assignment”) under which the assignee assumes all of Buyer’s obligations under this Agreement. Seller shall have the right to approve the form and substance of the Contract Assignment, which approval shall not be unreasonably withheld, conditioned or delayed. Except as herein expressly providedprovided in the foregoing two sentences, Buyer shall not, without have no right to assign or transfer its rights under this Agreement except with the prior written consent of Seller, which Seller may withhold in its sole and absolute discretion, assign any of Buyer’s rights hereunder or any part thereof . Seller shall have no obligation to any person, firm, partnership, corporation or other entity. If respect any assignment is made with the consent in violation of Seller, then the sale contemplated by this Agreement Section and such an assignment shall be consummated in the name of, and by and through the authorized officials of, any such assignee but Buyer shall remain liable hereunder. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement without Seller's consent to one (1) or more Affiliates of Buyer or Bluerock. Buyer shall give Seller written notice of the assignment constitute a material breach of this Agreement to on the Affiliate and shall provide Seller with a copy part of the fully-executed assignment agreementBuyer. The Affiliate shall assume the obligations of Buyer under this Agreement, provided, however, that such No assignment shall not relieve or excuse Buyer of its obligations under this Agreement unless and until Closing occursliability hereunder. Seller’s consent to any one assignment shall not be deemed a consent to any other assignment or a waiver of the requirement for its consent to any other assignment.

Assignment by Buyer. Except as herein expressly providedPrior to Closing, Buyer shall nothave the right to assign this Agreement to a corporation or other entity controlling, without controlled by or under common control with Buyer, by delivering to Seller a written assignment and assumption agreement under which the assignee assumes all of Buyer's obligations under this Agreement. For purposes hereof, "control" means the direct or indirect (A) ownership of more than 50% of the capital and profits interest, coupled with (B) the right to elect a majority of the board of directs or similarly direct such entity. Except as provided in the foregoing sentence, Buyer shall have no right to assign or transfer its rights under this Agreement except with Seller's prior written consent of Sellerconsent, which Seller may withhold in its sole and absolute discretion, assign . Seller shall have no obligation to respect any assignment in violation of this Section and such an assignment shall constitute a material breach of this Agreement on the part of Buyer’s rights hereunder . No assignment shall relieve or any part thereof to any person, firm, partnership, corporation or other entity. If any assignment is made with the consent excuse Buyer of Seller, then the sale contemplated by this Agreement shall be consummated in the name of, its obligations and by and through the authorized officials of, any such assignee but Buyer shall remain liable liability hereunder. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement without Seller's consent to any one (1) or more Affiliates of Buyer or Bluerock. Buyer shall give Seller written notice of the assignment of this Agreement to the Affiliate and shall provide Seller with a copy of the fully-executed assignment agreement. The Affiliate shall assume the obligations of Buyer under this Agreement, provided, however, that such assignment shall not relieve Buyer be deemed consent to any other assignment or a waiver of the requirement for its obligations under this Agreement unless and until Closing occursconsent to any other assignment.