Assignment; Specific Performance Sample Clauses
Assignment; Specific Performance. This Agreement and the rights and obligations created under it shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. A change in the ownership interest in OWNER or the affiliate to which it may be assigned shall not be deemed an assignment for purposes of this Section. Changes in the composition of the partnership which is GENESIS, including changes in the respective ownership shares of the entities which comprise the partnership, or the incorporation of GENESIS, shall not be deemed to have caused an assignment or transfer of this Agreement for purposes of this Section. Notwithstanding the foregoing, GENESIS shall not be in default of this Section as a result of any sale of any of the ownership interest in GENESIS to any party disclosed to OWNER no later than the date of this Agreement.
Assignment; Specific Performance. This Agreement shall not be assigned or transferred by any party without the approval of the other party, and any assignment in violation of this Agreement shall be null and void, provided, however, that notwithstanding the foregoing, HPS may (i) assign this Agreement to any entity with the prior written consent of HCC, which consent will not be unreasonably withheld or delayed, or (ii) assign this Agreement to an entity ninety-five percent (95%) of the voting and non-voting equity interests of which on the date of such assignment is owned directly or indirectly by, and the control of which on the date of such assignment is vested in, directly or indirectly, the members of Triad as of the date hereof or the executive management of HPS as of the date hereof, provided HPS shall give notice of such transfer to HCC. Any such permitted transfer will not relieve HPS from its obligations or liability under this Agreement. Each party agrees that it may be impossible to measure in money the damages that would result to a party hereto as a result of a breach hereof by the other party. Accordingly, each party agrees that the other shall have the right to obtain an injunction requiring specific performance of this Agreement and waives (and agrees not to assert) any defense that a party seeking such injunction has an adequate remedy at law.