Common use of Assignment of Property Clause in Contracts

Assignment of Property. Neither BHMC, Grantor nor any of the other BHMC Subsidiaries may Transfer any of its interest in and to the Real Property in any manner whatsoever, nor assign, transfer or otherwise convey any of its interest in and to this Agreement, without H▇▇▇▇▇’s prior written consent, not to be unreasonably withheld, and in each case complying with the following: (a) it shall be a condition of such Transfer that BHMC, Grantor and/or the other BHMC Subsidiaries, as applicable, Transfer all (but not less than all) of its interest in the Real Property and this Agreement and the transferee or other counterparty to such transaction (the “Property Transferee”) (A) first execute and deliver to Holder an instrument in writing pursuant to which such Property Transferee (i) agrees to be bound by the terms of this Agreement and by all of the liabilities and obligations of the transferor hereunder in the same manner and to the same extent as though the Property Transferee was an original party hereto in the first instance, without in any way derogating from clause (b) below, and (ii) consents and agrees to the continuation or reregistration of any restrictions registered pursuant to Section 6.2, and (B) ensure that all of its shareholders and each of their Ultimate Parent Company agree to be jointly and severally liable for the Property Transferee’s obligations under this Agreement in form and substance acceptable to Holder, acting reasonably; (b) any such Transfer shall not relieve or discharge Grantor from any of its liabilities or obligations hereunder existing up to and including the date of such Transfer, and Holder may continue to look to Grantor for the performance thereof, it being understood that for any obligations or liabilities arising as of the date of the execution of the agreements provided for in Section 10.3(a), Grantor will have no further obligations or liabilities for the payment of the Royalty; and (c) any Transfer which does not comply with the terms of this Agreement shall be null and void and of no force or effect.

Assignment of Property. Neither BHMCThe Owner may not sell, Grantor nor any assign, transfer, convey, lease, license, charge, pledge, hypothecate, mortgage or otherwise dispose of the other BHMC Subsidiaries may Transfer Property, or any of its interest in and to the Real Property in any manner whatsoever, nor and may not assign, transfer or otherwise convey this Agreement or any of its interest in and to this Agreementtherein, without H▇▇▇▇▇’s prior written consent, not to be unreasonably withheld, and in each case complying with the following: (a) it shall be a condition of such Transfer sale, assignment, transfer, conveyance, lease, license or other disposition that BHMC, Grantor and/or the other BHMC Subsidiaries, as applicable, Transfer all (but not less than all) of its interest in the Real Property and this Agreement and the transferee or other counterparty to such transaction (the “Property Transferee”) (A) first execute and deliver to the Holder an instrument in writing pursuant to which such Property Transferee (i) transferee or other counterparty agrees to be bound by the terms of this Agreement hereof and by all of the liabilities and obligations of the transferor hereunder in the same manner and to the same extent as though the transferee was an original party hereto in the first instance; (b) it shall be a condition of any such charge, pledge or hypothec that the chargee, pledgee or holder of hypothec first execute and deliver to the Holder an instrument in writing pursuant to which such chargee, pledgee or holder of hypothec (A) agrees that, in the event that it exercises any of its rights under the charge, pledge or hypothec which allow it to take possession or acquire, or cause the sale or other disposition of the Property Transferee or any party thereof, or which result in the then Owner no longer being the owner of the Property, such chargee, pledgee, holder, or any acquiror of the Property or successor to the Owner as a result of such exercise of rights, shall be bound by the terms hereof and by all of the liabilities and obligations of the Owner hereunder in the same manner and to the same extent as though it was an original party hereto in the first instance, without in any way derogating from clause (b) below, and (iiB) consents and agrees agrees, and will cause any such acquiror of the Property or successor to the Owner as a result of the exercise of its rights to consent and agree, to the continuation or reregistration re-registration of any restrictions registered against the Property pursuant to Section 6.2, and (B) ensure that all of its shareholders and each of their Ultimate Parent Company agree to be jointly and severally liable for the Property Transferee’s obligations under this Agreement in form and substance acceptable to Holder, acting reasonablyArticle 7; (bc) any such Transfer sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition shall not relieve or discharge Grantor the Owner from any of its liabilities or obligations hereunder existing up to and including on the date of such Transfersale, assignment, transfer, conveyance, lease or other disposition, and the Holder may continue to look to Grantor the Owner for the performance thereof, it being understood that for any obligations or liabilities arising as of from the date of the execution of the agreements provided for in Section 10.3(a)(b) and (c) and thereafter, Grantor the Owner will not be bound by any obligations and have no further obligations or liabilities for under the Royalty arising from and after the date of such agreements, including the payment of the Royalty; and (cd) any Transfer such sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition which does not comply with the terms of this Agreement shall be null and void and of no force or effect.