Assignment by Purchaser Sample Clauses

Assignment by Purchaser. The Purchaser shall have the right, without the consent of the Company to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment, Assumption and Recognition Agreement, and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. In the event the Purchaser assigns this Agreement, and the assignee assumes any and all of the Purchaser's obligations hereunder, the Company acknowledges and agrees to look solely to such assignee, and not the Purchaser, for performance of the obligations so assumed and the Purchaser shall be relieved from any liability to the Company with respect thereto.
Assignment by Purchaser. The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by (i) executing an Assignment and Assumption Agreement substantially in the form of Exhibit G hereto or (ii) in connection with a Pass-Through Transfer, through any related Reconstitution Agreement or assignment agreement with an affiliate of the Purchaser, a depositor, a trustee or any other appropriate party in such Pass-Through Transfer. Upon such assignment of rights and assumption of obligations, the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans and the Purchaser as assignor shall be released from all obligations hereunder with respect to such Mortgage Loans from and after the date of such assignment and assumption to the extent provided in the Assignment and Assumption Agreement or Reconstitution Agreement or other assignment agreement in a Pass-Through Transfer. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.
Assignment by Purchaser. The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. Upon any such assignment, the Person to whom such assignment is made shall succeed to all rights and obligations of the Purchaser under this Agreement to the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Loans, shall be deemed to be a separate and distinct Agreement between the Company and such Purchaser, and a separate and distinct Agreement between the Company and each other Purchaser to the extent of the other related Mortgage Loan or Loans. In the event that this Agreement is assigned to any Person to whom the servicing or master servicing of any Mortgage Loan is sold or transferred, the rights and benefits under this agreement which inure to the Purchaser shall inure to the benefit of both the Person to whom such Mortgage Loan is transferred and the Person to whom the servicing or master servicing of the Mortgage Loan has been transferred; provided that, the right to require a Mortgage Loan to be repurchased by the Company pursuant to Section 3.02 or 3.04 shall be retained solely by the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Company to a third party without the consent of the Purchaser, which consent shall not be unreasonably withheld.
Assignment by Purchaser. Purchaser may assign or transfer this Agreement to any other New York State agency, authority, or public benefit corporation that is the successor in interest of the Purchaser and that is backed by the full faith and credit of the State of New York without the Provider’s prior consent, provided that (a) Purchaser shall promptly notify Provider of any such assignment in writing, (b) such assignee shall assume all of Purchaser’s obligations under the Agreement in writing; and (c) such assignment shall in no event compromise the tax treatment of this Agreement or the Provider. Any assignment that does not comply with the forgoing shall be invalid. Purchaser shall not sell, transfer or assign the Agreement or any interest therein to any entity other than a New York State agency, authority, or public benefit corporation, as set forth in this section, without the prior written consent of Provider, which shall not be unreasonably withheld, conditioned or delayed.
Assignment by Purchaser. The Purchaser may assign its rights under this Agreement in whole or in part to any other person; provided, however, that any such assignment shall not relieve the Purchaser from any of its obligations hereunder.
Assignment by Purchaser. Without the prior written consent of Seller in its sole discretion, Purchaser shall not, directly or indirectly, assign this Agreement or any of its rights hereunder. Any assignment in violation hereof shall, at the election of Seller, be of no force or effect and shall constitute a default by Purchaser. Notwithstanding the foregoing, Purchaser may assign its rights under this Agreement without Seller’s consent subject to the following conditions: (a) the assignment must be to a limited partnership, limited liability company or other entity controlled by Purchaser or any owners of Purchaser and in which Purchaser or any owners of Purchaser own, directly or indirectly, in the aggregate at least a fifty percent (50%) interest; (b) such assignee must assume all of Purchaser’s obligations hereunder and become jointly and severally liable with Purchaser for all such obligations; (c) the assignee must be able to truthfully make the Anti-Money Laundering and Anti-Terrorism Law-related representations set forth herein; (d) there shall be no “mark-up” or increase in the Purchase Price; and (e) at least five (5) days prior to the Closing Date and at least five (5) days prior to the proposed assignment, Purchaser shall provide Seller with notice thereof and evidence that the foregoing conditions are satisfied.
Assignment by Purchaser. Purchaser may assign or transfer its rights or obligations hereunder without the prior written consent of ART to any party controlling, controlled by or under common control with Purchaser or to a party that purchases substantially all of the assets of Purchaser, provided that Purchaser shall give ART Notice of any such assignment or transfer. Purchaser shall not make any other assignment or transfer of any of its rights or obligations hereunder without the prior written consent of ART, which consent shall not be withheld if the assignee or transferee (i) expressly assumes in writing the terms and conditions of this Agreement and (ii) satisfies ART's requirements concerning the assignee's/transferee's human resources to satisfy its obligations under this Agreement, financial condition, creditworthiness and general business reputation. Any attempted assignment in violation of the terms of this Section 18.1 will be void.
Assignment by Purchaser. Notwithstanding Section 7.06 above, Purchaser shall have the right to assign (without recourse) its rights under this Agreement to an affiliated entity designated by Purchaser to acquire the Property.
Assignment by Purchaser. Provided that the Closing shall occur, the Purchaser hereby assigns and transfers to the Company, effective as of the Closing, all benefits of the Purchaser pursuant to Sections 6 and 7 above.
Assignment by Purchaser. Purchaser may not assign its rights under this Agreement without the prior written approval of Seller in its sole and absolute discretion. Notwithstanding the foregoing, Purchaser shall have the right to assign its right, title and interest in and to this Agreement to a Permitted Assignee (defined below) by written notice to Seller no later than five (5) days prior to the Closing Date, without approval of Seller. For purposes of this Paragraph, a “Permitted Assignee” shall mean (i) any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Purchaser, as the case may be, (ii) to the extent not covered by clause (i) above, any entity in which Purchaser or any entity controlling, controlled by, or under common control with Purchaser is the managing member, general partner or manager of such assignee or of such assignee’s managing member, general partner or manager and (iii) any fund owned, managed or advised by Purchaser. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. Purchaser shall in no event be released from any of its obligations or liabilities hereunder in connection with any assignment.