Common use of Buyer’s Assignment Clause in Contracts

Buyer’s Assignment. Buyer shall have the right to cause Seller to convey the Property to an Affiliate of Buyer (as defined herein) and or any of the Identified SPEs (as defined herein), and which assignee shall be designated in writing by Buyer by the delivery to Seller of a written assignment of this Agreement pursuant to which Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer's assignee, its qualification (if necessary) to do business in the jurisdiction in which the Property is located and of the authority of Buyer's assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement, which items shall be received by Seller not less than three (3) Business Days prior to the Closing Date. As used herein, the term “Affiliate” shall mean any one or more entities directly or indirectly controlled by, in control of or under common control with Buyer. Notwithstanding the foregoing, the exercise of such right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which are binding upon the assignee of Buyer. Except as expressly provided to the contrary by the immediately preceding sentence, 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. As used herein, the term “Identified SPEs” include the following Delaware limited liability companies: (i) ARHC ATASHNC01, LLC, (ii) ARHC ATATHGA01, LLC, (iii) ARHC ATATLGA01, LLC, (iv) ARHC ATDECGA01, LLC, (v) ARHC ATKNOTN01, LLC, (vi) ARHC ATLARFL01, LLC, (vii) ARHC BTFMYFL01, LLC , (viii) ARHC BTNAPFL01, LLC, and (ix) ARHC ATDECGA02, LLC.

Buyer’s Assignment. Buyer shall have the right to cause Seller to convey the Property to an Affiliate of Buyer (as defined herein) and or any of the Identified SPEs (as defined herein), and which assignee shall be designated in writing by Buyer by the delivery to Seller of a written assignment of this Agreement pursuant to which Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer's assignee, its qualification (if necessary) to do business in the jurisdiction in which the Property is located and of the authority of Buyer's assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement, which items shall be received by Seller not less than three (3) Business Days prior to the Closing Date. As used herein, the term “Affiliate” shall mean any one or more entities directly or indirectly controlled by, in control of or under common control with Buyer. Notwithstanding the foregoing, the exercise of such right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which are binding upon the assignee of Buyer. Except as expressly provided to the contrary by the immediately preceding sentence, 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 However, Buyer may assign or otherwise transfer all of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer its interest under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder. As used herein, the term “Identified SPEs” include the following Delaware limited liability companieswithout Seller's consent to: (i) ARHC ATASHNC01any entity wholly owned or controlled, LLCdirectly or indirectly, by Buyer or Steadfast Apartment REIT, Inc., a Maryland corporation (“SIR”), or (ii) ARHC ATATHGA01any subsidiary of Buyer or SIR ("Assignee"); provided that, LLCin such event, (iiii) ARHC ATATLGA01Buyer and Assignee shall be jointly and severally liable for all of the representations, LLCwarranties, (iv) ARHC ATDECGA01indemnities, LLCwaivers, (v) ARHC ATKNOTN01, LLC, (vi) ARHC ATLARFL01, LLC, (vii) ARHC BTFMYFL01, LLC , (viii) ARHC BTNAPFL01, LLCreleases and other obligations and undertakings set forth in this Agreement until Closing and Assignee shall be solely liable from and after Closing, and (ixii) ARHC ATDECGA02not less than four (4) days prior to the Closing Date, LLCLEGAL02/34919558v5 Buyer shall deliver to Seller (a) written notice of such assignment setting forth the precise signature block to be included in all closing documents; and (b) a copy of an executed assignment agreement (the “Assignment and Assumption of Purchase and Sale Agreement”) in the form attached hereto as Exhibit M or such other form as may be approved by Seller in its reasonable discretion. Subject to the foregoing, this Agreement shall inure to the benefit of, and shall be binding upon, Seller and Buyer and their respective successors and assigns.

Buyer’s Assignment. Buyer shall have the right to cause Seller to convey the Property to an Affiliate of Buyer (as defined herein) and or any of the Identified SPEs (as defined herein), and which assignee shall be designated in writing by Buyer by the delivery to Seller of a written assignment of this Agreement pursuant to which Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer's assignee, its qualification (if necessary) to do business in the jurisdiction in which the Property is located and of the authority of Buyer's assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement, which items shall be received by Seller not less than three (3) Business Days prior to the Closing Date. As used herein, the term “Affiliate” shall mean any one or more entities directly or indirectly controlled by, in control of or under common control with Buyer. Notwithstanding the foregoing, the exercise of such right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which are binding upon the assignee of Buyer. Except as expressly provided to the contrary by the immediately preceding sentence, 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; provided, however, that Buyer shall have the right to assign this Agreement to a limited liability company of which Buyer (or its majority owner) is the sole member. 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. As used hereinNotwithstanding any provisions hereof to the contrary, whether express or implied, Buyer is, or may be, acquiring the term Property as part of a tax deferred exchange for Buyer’s benefit of properties under § 1031 of the Internal Revenue Code and all regulations issued thereunder. In such event, Buyer shall have the right to elect to assign all of Buyer’s rights and obligations under this Agreement to a third party seller or intermediary (“Identified SPEs” include the following Delaware limited liability companies: (iThird Party”) ARHC ATASHNC01, LLC, (ii) ARHC ATATHGA01, LLC, (iii) ARHC ATATLGA01, LLC, (iv) ARHC ATDECGA01, LLC, (v) ARHC ATKNOTN01, LLC, (vi) ARHC ATLARFL01, LLC, (vii) ARHC BTFMYFL01, LLC , (viii) ARHC BTNAPFL01, LLCas part of and in furtherance of such a tax deferred exchange of properties. Seller agrees to such assignment for such purpose, and Seller further agrees to assist and cooperate in such exchange and to execute any and all documents (ixsubject to the reasonable approval of Seller) ARHC ATDECGA02as are reasonably necessary in connection with such exchange, LLCprovided that such assistance and cooperation is at no cost, expense or liability to Seller. It is understood and agreed that as part of such exchange, Seller shall, if directed by the Third Party, convey the Property directly to Buyer or such assignee of Buyer permitted as set forth above and that Seller shall not be obligated to acquire title to or convey any property (other than the Property) as part of such exchange. Buyer hereby agrees to indemnify and hold Seller free and harmless from any cost, expense or liability, including without limitation reasonable attorneys’ fees resulting from Seller’s participation in such exchange.

Buyer’s Assignment. Buyer shall have the right to cause Seller to convey the Property to an Affiliate affiliate of Buyer (which is wholly owned by Buyer or wholly owned by the owners of Buyer, or to an affiliate which is owned, in part, by Buyer and which is controlled by Buyer as defined herein) to property operating and or any of the Identified SPEs (as defined herein)management issues, and which assignee shall be designated in writing by Buyer by the delivery to Seller of a written assignment of this Agreement pursuant to which Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer's assignee, its qualification (if necessary) to do business in the jurisdiction in which the Property is located and of the authority of Buyer's assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement, which items shall be received by Seller not less than three (3) Business Days prior to the Closing Date. As used herein, the term “Affiliate” shall mean any one or more entities directly or indirectly controlled by, in control of or under common control with Buyer. Notwithstanding ; notwithstanding the foregoing, the exercise of such right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which are binding upon the assignee of Buyer. Except as expressly provided to the contrary by the immediately preceding sentence, 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 Purchase Agreement SHP/Renaissance Portfolio Contract liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder. As used herein, the term “Identified SPEs” include the following Delaware limited liability companies: (i) ARHC ATASHNC01, LLC, (ii) ARHC ATATHGA01, LLC, (iii) ARHC ATATLGA01, LLC, (iv) ARHC ATDECGA01, LLC, (v) ARHC ATKNOTN01, LLC, (vi) ARHC ATLARFL01, LLC, (vii) ARHC BTFMYFL01, LLC , (viii) ARHC BTNAPFL01, LLC, and (ix) ARHC ATDECGA02, LLC.

Buyer’s Assignment. Buyer shall have the right to cause Seller to convey the Property to an Affiliate affiliate of Buyer (as defined herein) and which is wholly owned by Buyer or any wholly owned by the owners of the Identified SPEs (as defined herein)Buyer, and which assignee shall be designated in writing by Buyer by the delivery to Seller of a written assignment of this Agreement pursuant to which Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer's assignee, its qualification (if necessary) to do business in the jurisdiction in which the Property is located and of the authority of Buyer's assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement, which items shall be received by Seller not less than three (3) Business Days prior to the Closing Date. As used herein, the term “Affiliate” shall mean any one or more entities directly or indirectly controlled by, in control of or under common control with Buyer. Notwithstanding the foregoing, the exercise of such right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, those set forth in Article 5, Article 9 and Article 10 hereof, all of which are binding upon the assignee of Buyer. Except as expressly provided to the contrary by the immediately preceding sentence, 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. As used herein, the term “Identified SPEs” include the following Delaware limited liability companies: (i) ARHC ATASHNC01, LLC, (ii) ARHC ATATHGA01, LLC, (iii) ARHC ATATLGA01, LLC, (iv) ARHC ATDECGA01, LLC, (v) ARHC ATKNOTN01, LLC, (vi) ARHC ATLARFL01, LLC, (vii) ARHC BTFMYFL01, LLC , (viii) ARHC BTNAPFL01, LLC, and (ix) ARHC ATDECGA02, LLC.

Buyer’s Assignment. (a) 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 cause Seller to convey the Property assign this Agreement to an Affiliate of Buyer (as defined herein) entity owned and or any of the Identified SPEs (as defined herein)controlled by Buyer, and which assignee shall be designated in writing by Buyer by the delivery to Seller of a written without Seller's prior 36 consent, provided that such assignment of this Agreement pursuant to which Buyer's obligations hereunder are expressly assumed by such assignee and by delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer's assignee, its qualification (if necessary) to do business in the jurisdiction in which the Property is located and of the authority of Buyer's assignee to execute and deliver any and all documents required of Buyer under complies with the terms of paragraph (b) of this Agreementsection. (b) In the event Buyer intends to assign its rights hereunder, which items Buyer shall be received by send Seller not less than three written notice of its request at least five (35) Business Days prior to the Scheduled Closing Date. As used herein, which notice shall include the term “Affiliate” legal name and structure of the proposed assignee and Buyer shall mean provide Seller any one or more entities directly or indirectly controlled by, in control of or under common control other information that Seller may reasonably request with Buyerrespect to the proposed assignee. Notwithstanding any provision in this Agreement to the foregoing, the exercise of such right contrary: (i) Any permitted assignment by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreementhereunder, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, including, but not limited to, including those set forth in Article 5Section 4.2, Article 9 7 and Article 10 hereof8, all of which are will be binding upon the any assignee of Buyer. Except as expressly provided to the contrary by the immediately preceding sentence, 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. As used herein, the term “Identified SPEs” include the following Delaware limited liability companies: (i) ARHC ATASHNC01, LLC, (ii) ARHC ATATHGA01No transfer by Buyer of any interest in this Agreement and no transfers of direct or indirect interests in Buyer shall be permitted if the same would cause the representations and warranties made in Section 7.1 to be untrue, LLCinaccurate or incomplete and Buyer covenants to cooperate with Seller's requests to provide the information required by Section 8.11 and other documentation reasonably necessary or desirable for Seller to verify that such representations and warranties are true, accurate and complete at all times prior to Closing. If Buyer fails to provide the requested documentation to Seller at least five (iii5) ARHC ATATLGA01Business Days prior to the Scheduled Closing Date, LLCthen Seller shall have the right, (iv) ARHC ATDECGA01at its election, LLC, (v) ARHC ATKNOTN01, LLC, (vi) ARHC ATLARFL01, LLC, (vii) ARHC BTFMYFL01, LLC , (viii) ARHC BTNAPFL01, LLC, and (ix) ARHC ATDECGA02, LLC.to postpone the Scheduled Closing Date for a reasonable period until such verification has been made. 11.2