Buyer’s Assignment. Other than in connection with an assignment pursuant to Section 11.16 hereof, Buyer shall not assign this Agreement or its rights hereunder (other than to an entity that is directly or indirectly wholly-owned and controlled by VICI) without the prior written consent of Eldorado, which consent Eldorado may grant or withhold in its sole and absolute discretion. Notwithstanding the foregoing, Buyer may designate an entity that is directly or indirectly wholly-owned and controlled by VICI to be the named transferee (or transferor, as applicable) on all Closing Documents.
Buyer’s Assignment. Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and any such assignment undertaken without such consent shall be null and void. No assignment, whether consented to by Seller or not, shall relieve the original Buyer of its obligations under this Agreement and after any such permitted assignment, the original Buyer and the permitted assignee shall remain jointly liable hereunder.
Buyer’s Assignment. Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole discretion, and any such assignment shall be null and void ab initio; provided, however, Buyer shall be permitted to assign its rights hereunder upon notice to, but without the consent of Seller, to a wholly owned subsidiary of Buyer. If Seller consents to an assignment of this Agreement, as a condition to Buyer's right to assign this Agreement, Buyer and the assignee shall deliver to Seller a written agreement in a form reasonably acceptable to Seller executed by Buyer and the assignee whereby Buyer's obligations under this Agreement are assigned to and assumed by the assignee, and the assignee agrees to be bound by all of the terms and conditions of this Agreement as if the assignee had originally executed this Agreement ("ASSIGNMENT AGREEMENT"). In the Assignment Agreement, the assignee shall also acknowledge receipt of all Due Diligence and other information received or obtained by Buyer. An assignment of this Agreement shall not relieve Buyer of its obligations hereunder.
Buyer’s Assignment. Buyer may assign its rights and obligations under this Agreement in whole or in part to one or more Affiliates of Buyer without the written consent of Seller. Except as otherwise provided, Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such assignment shall be null and void ab initio. In the event of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder.
Buyer’s Assignment. Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole discretion, and any such assignment shall be null and void. To the extent that Buyer assigns this Agreement, Buyer shall not be released of any of its obligations hereunder and Buyer shall continue to remain fully liable hereunder. Buyer shall be permitted, however, to assign this Agreement to Xxxx-Xxxx Realty, L.P., which is organized as a limited partnership under the laws of the State of Delaware or any entity under common control of the Buyer. Nevertheless, under no circumstances shall Buyer have the right to assign this Agreement to any entity owned or controlled by an employee benefit plan if Seller's sale of the Property to such entity would, in the reasonable opinion of Seller's ERISA advisor, create or otherwise cause a "prohibited transaction" under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In the event Buyer assigns this Agreement to any entity with the actual intent to create a "prohibited transaction" under ERISA so as to necessitate the termination of this Agreement, then Seller shall have the right to pursue the rights and remedies set forth in this Agreement. This Agreement and all rights hereunder shall inure to and be binding upon the respective heirs, executors, successors and permitted assigns of Seller and Buyer. Buyer shall not have the right to assign this Agreement in part.
Buyer’s Assignment. (a) Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such assignment shall be null and void ab initio. Any transfer, directly or indirectly, of any stock, partnership interest or other ownership interest in Buyer shall constitute an assignment of this Agreement; provided, however, that the foregoing shall not be construed to prohibit the transfer of stock in a publicly traded company.
Buyer’s Assignment. Other than in connection with an assignment pursuant to Section 11.16 hereof, Buyer shall not assign this Agreement or its rights hereunder (other than to an entity that is directly or indirectly wholly-owned and controlled by CEC) without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion.
Buyer’s Assignment. The rights of Buyer under this Agreement may not be assigned or transferred in whole or in part, by operation of law or otherwise, without the express written consent of Seller.
Buyer’s Assignment. Except as otherwise provided herein, Buyer shall not assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of Seller, which consent Seller may grant or withhold in its sole discretion, and any such assignment shall be null and void ab initio. In the event of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder. Seller hereby consents to the assignment by Buyer of this contract to any partnership, limited partnership or limited liability company directly or indirectly controlled by Buyer.
Buyer’s Assignment. 11.1.1 Buyer shall not assign this Agreement or its rights hereunder without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such attempted assignment shall be null and void ab initio. Any transfer, directly or indirectly, of any stock, partnership interest or other ownership interest in Buyer shall constitute an assignment of this Agreement; provided, however, the foregoing shall not be construed to prohibit the transfer of stock in a publicly traded company. Notwithstanding the foregoing terms of this paragraph (a), Buyer shall have the right to assign this Agreement to any LEGAL02/38855357v6 24 entity wholly-owned and controlled by MED Healthcare, without Seller’s prior consent, provided that such assignment complies with the terms of paragraph (b) of this section.
