Common use of Binding Effect; Assignability Clause in Contracts

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Depositor and its respective successors and assigns. Any assignee of the Depositor shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. Neither the Seller nor Bluegreen may assign any of their rights and obligations hereunder or any interest herein without the prior written consent of the Depositor and any assignee thereof. The Depositor may, and intends to, assign all of its rights hereunder to the Issuer and each of the Seller and Bluegreen consents to any such assignment. 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 its termination (or, in the case of the Seller, so long as the Warehouse Notes are outstanding) provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by Bluegreen pursuant to Section 5 hereof, and the repurchase or substitution and indemnification obligations shall be continuing and shall survive any termination of this Agreement, but such rights and remedies may be enforced only by the Depositor, the Issuer and the Indenture Trustee.

Appears in 16 contracts

Samples: Transfer Agreement (Bluegreen Vacations Holding Corp), Transfer Agreement (Bluegreen Vacations Holding Corp), Transfer Agreement (Bluegreen Vacations Corp)

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Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Depositor Depositor, the Issuer and its their respective successors and assigns. Any assignee of the Depositor Issuer shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. Neither the Seller nor Bluegreen The Depositor may not assign any of their its rights and obligations hereunder or any interest herein without the prior written consent of the Depositor Issuer and any assignee thereof. The Depositor Issuer may, and intends to, assign all of its rights hereunder to the Issuer and each Indenture Trustee on behalf of the Seller Noteholders and Bluegreen the Depositor consents to any such assignment. 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 its termination (or, in the case of the Seller, so long as the Warehouse Notes are outstanding) termination; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by Bluegreen the Depositor pursuant to Section 5 hereof, hereof and the repurchase or substitution and indemnification obligations shall be continuing and shall survive any termination of this Agreement, Agreement but such rights and remedies may be enforced only by the Depositor, the Issuer and the Indenture Trustee.

Appears in 15 contracts

Samples: Sale Agreement (Bluegreen Vacations Holding Corp), Sale Agreement (Bluegreen Vacations Corp), Sale Agreement (Bluegreen Vacations Corp)

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Depositor and its respective successors and assigns. Any assignee of the Depositor shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. Neither the Seller nor Bluegreen may assign any of their rights and obligations hereunder or any interest herein without the prior written consent of the Depositor and any assignee thereof. The Depositor may, and intends to, assign all of its rights hereunder to the Issuer and each of the Seller and Bluegreen consents to any such assignment. 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 its termination (or, in the case of the Seller, so long as the Warehouse Notes are outstanding) provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by Bluegreen pursuant to Section 5 hereof5, and the repurchase or substitution and indemnification obligations shall be continuing and shall survive any termination of this Agreement, but such rights and remedies may be enforced only by the Depositor, the Issuer and the Indenture Trustee.

Appears in 2 contracts

Samples: Transfer Agreement (Bluegreen Corp), Transfer Agreement (Bluegreen Corp)

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Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Depositor Issuer and its respective successors and assigns. Any assignee of the Depositor Issuer shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. Neither the Seller nor Bluegreen may assign any of their rights and obligations hereunder or any interest herein without the prior written consent of the Depositor Issuer and any assignee thereof. The Depositor Issuer may, and intends to, assign to pledge all of its rights hereunder to the Issuer Indenture Trustee and each of the Seller and Bluegreen consents to any such assignmentpledge. 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 its termination (or, in the case of the Seller, so long as the Warehouse Notes are outstanding) provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by Bluegreen pursuant to Section 5 hereof, and the repurchase or substitution and indemnification obligations shall be continuing and shall survive any termination of this Agreement, but such rights and remedies may be enforced only by the Depositor, the Issuer and the Indenture Trustee.

Appears in 1 contract

Samples: Sale Agreement (Bluegreen Corp)

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