Common use of Parties Bound; Assignment Clause in Contracts

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, assign its rights under this Agreement in whole or in part with respect to any Property upon the following conditions: (a) the assignee of Purchaser must be (i) an entity controlling, controlled by, or under common control with Purchaser or (ii) an entity advised by an affiliate of Purchaser’s advisor, Dividend Capital Total Advisors LLC, (b) all of the ▇▇▇▇▇▇▇ Money must have been delivered in accordance herewith, (c) the Inspection Period shall have (or be deemed to have) ended, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, (e) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) Business Days prior to Closing, (f) the requirements in Section 12.17 are satisfied and (g) such assignment shall in no event delay the Closing.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, assign its rights under this Agreement in whole or in part with respect to any Property upon the following conditions: (a) the assignee of Purchaser must be (i) an entity controlling, controlled by, or under common control with Purchaser or (ii) an entity advised by an affiliate of Purchaser’s advisor, Dividend Capital Total Advisors LLC, (b) all of the ▇▇▇▇▇▇▇ Money must have been delivered in accordance herewith, (c) the Inspection Period shall have (or be deemed to have) ended, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, (e) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) Business Days prior to Closing, (f) the requirements in Section 12.17 are satisfied and (g) such assignment shall in no event delay the Closing.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, may assign its rights under this Agreement in whole or in part with respect to any Property upon the following conditions: (a) the assignee of Purchaser must be (i) an entity controlling, controlled by, or under common control with Purchaser or (ii) an entity advised by an affiliate of Purchaser’s advisor, Dividend Capital Total Advisors LLC, (b) all of the ▇▇▇▇▇▇▇ Money must have been delivered in accordance herewith, (c) the Inspection Period shall have (or be deemed to have) endedended and no Purchase Price Adjustment Notice shall have been delivered, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, (e) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) three Business Days prior to Closing, and (f) the requirements in Section 12.17 are satisfied satisfied. Purchaser may also assign this Agreement if and (g) such to the extent assignment shall in no event delay the Closingis expressly permitted pursuant to a separate written agreement between Purchaser and Seller.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, may assign its rights under this Agreement in whole or in part with respect to any Property only upon the following conditions: (a) the assignee of Purchaser must be (i) an affiliate of Purchaser or an entity controlling, controlled by, or under common control with Purchaser or (ii) an entity advised by an affiliate of Purchaser’s advisor, Dividend Capital Total Advisors LLCa “Purchaser Affiliate”), (b) all of the ▇E▇▇▇▇▇▇ Money must have been delivered in accordance herewith, (c) the Inspection Period shall have (or be deemed to have) ended, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, and (ed) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) Business Days business days prior to Closing. In addition, Purchaser, at least five (f5) business days prior to the requirements in Section 12.17 are satisfied and (g) Closing, may designate one or more Purchaser Affiliate to take title to one or more of the Properties. Upon any such assignment and/or conveyance of the Property or any portion thereof to the assignee or designee of Purchaser, all disclaimers, waivers, releases, indemnities and other protections afforded Seller by the terms of this Agreement, including, without limitation, those set forth in Article 4 and Article 11, and all covenants, representations, warranties and obligations of Purchaser hereunder, shall in no event delay the Closingapply to and be binding on said assignee.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein containedcontained herein, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser mayHowever, at Purchaser’s sole cost and expense and at no cost or expense to Seller, Buyer may only assign its rights under this Agreement in whole or in part with respect to any Property upon the following conditions: (ai) the each assignee of Purchaser Buyer must be (i) an entity controlling, controlled by, or under common control with Purchaser or (ii) an entity advised by an affiliate of Purchaser’s advisor, Dividend Capital Total Advisors LLC, Buyer; (bii) all of the ▇▇▇▇▇▇▇ Money to be delivered by Buyer under this Agreement must have been delivered in accordance herewith, ; (ciii) the Inspection Period shall have (or be deemed to havehave ended; (iv) ended, (d) the each assignee of Purchaser shall Buyer must assume in a written assignment and assumption agreement reasonably acceptable to Sellers all (and not less than all) of the obligations of Purchaser Buyer hereunder, but Purchaser Buyer shall remain primarily liable for the performance of PurchaserBuyer’s obligations, ; (ev) a copy of the fully executed written assignment and assumption agreement agreement(s) shall be delivered to Seller Sellers at least five two (52) Business Days business days prior to Closing, (f) the requirements in Section 12.17 are satisfied Closing Date; and (gvi) there shall be no increase or “▇▇▇▇-up” of the Purchase Price. Sellers acknowledge that, subject to Section 12.18 and the conditions set forth in the immediately preceding sentence, Buyer may assign its rights under this Agreement to one or more assignees. As used in clause (i) of this Section 12.1, an “affiliate of Buyer” shall mean (a) any entity that is owned, controlled by or under common control with Buyer (a “Buyer Control Entity”), and (b) any entity in which one or more Buyer Controlled Entities directly or indirectly is the general partner (or similar managing partner, member or manager) or owns more than fifty percent (50%) of the economic interests of such assignment shall in no event delay the Closingentity.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, may assign its rights under this Agreement in whole to one or in part with respect to any Property two assignees upon the following conditions: (a) the assignee or assignees of Purchaser must be (i) one or more entities controlled, either exclusively or non-exclusively as a member of a venture, by the principals of Purchaser, or to an entity controlling, for which entities controlled by, by the principals of Purchaser will provide Property services or under common control with Purchaser or (ii) an entity advised by an affiliate which will share in the economic performance of Purchaser’s advisor, Dividend Capital Total Advisors LLCthe Property, (b) all of the ▇▇▇▇▇▇▇ Money must have been delivered in accordance herewith, (c) the Inspection Period shall have (or be deemed to have) ended, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, or the two respective assignees of Purchaser hereunder shall assume all obligations of Purchaser hereunder with respect to the Hunter’s Creek Property and the Metrowest Property, respectively, but in either case Purchaser shall remain primarily liable for the performance of Purchaser’s 's obligations, (ec) a copy of the fully executed written assignment and assumption agreement or agreements shall be delivered to Seller at least five (5) Business Days business days prior to Closing, and (fd) the requirements in Section 12.17 are satisfied and (g) such assignment shall in no event delay the Closingsatisfied.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, may assign its rights under this Agreement in whole or in part with respect to any Property upon the following conditions: (a) (i) the assignee of Purchaser must be (i) an entity controlling, controlled by, or under common control with Purchaser Purchaser, or (ii) an entity advised by an affiliate the assignee of Purchaser’s advisorPurchaser is contractually bound to enter into a lease of the Property with Purchaser at Closing, Dividend Capital Total Advisors LLCand Seller has approved the assignee (such approval not to be unreasonably withheld), (b) all of the ▇▇▇▇▇▇▇ Money must have been delivered in accordance herewith, (c) the Inspection Period shall have (or be deemed to have) ended, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, (ed) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) Business Days prior to Closing, and (fe) the requirements in Section 12.17 12.16 are satisfied and (g) such assignment shall in no event delay the Closingsatisfied.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, assign its rights under this Agreement in whole or in part with respect to any Property upon the following conditions: (a) the assignee of Purchaser must be (i) an entity controlling, controlled by, or under common control with Purchaser or (ii) an entity advised by an affiliate of Purchaser’s advisor, Dividend Capital Total Advisors LLC, (b) all of the ▇▇▇▇▇▇▇ Money must have been delivered in accordance herewithIntentionally Deleted, (c) the Inspection Period shall have (or be deemed to have) endedIntentionally Deleted, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, (e) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) Business Days prior to Closing, (f) the requirements in Section 12.17 are satisfied and (g) such assignment shall in no event delay the Closing.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, may assign its rights under this Agreement in whole or and not in part with respect to any Property only upon the following conditions: (ai) the assignee of Purchaser must be (i) an affiliate of Purchaser or an entity controlling, controlled by, or under common control with Purchaser or (ii) an entity advised by a joint venture that includes Purchaser or an affiliate of Purchaser’s advisor, Dividend Capital Total Advisors LLC, (bii) all of the ▇▇▇▇▇▇▇ Money must have been delivered in accordance herewith, (ciii) the Inspection Period shall have (or be deemed to have) have ended, (div) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, and (ev) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) Business Days or prior to Closing, (f) the requirements in Section 12.17 are satisfied and (g) . Upon any such assignment and/or conveyance of the Property or any portion thereof to the assignee of Purchaser, all disclaimers, waivers, releases, indemnities and other protections afforded Seller by the terms of this Agreement, including, without limitation, those set forth in Article 4 and Article 11, and all covenants, representations, warranties and obligations of Purchaser hereunder, shall in no event delay the Closingapply to and be binding on said assignee.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of each of the parties hereto. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, may assign its rights under this Agreement in whole or in part with respect to any Property Agreement, without Seller’s consent, upon the following conditions: (a) the assignee of Purchaser must be (i) an entity controlling, controlled by, or under common control with Purchaser (a “Purchaser Control Entity”), or (ii) an entity advised by an affiliate in which one or more Purchaser Controlled Entities directly or indirectly is the general partner (or similar managing partner, member or manager) or owns more than 50% of Purchaser’s advisor, Dividend Capital Total Advisors LLCthe economic interests of such entity, (b) all of the ▇E▇▇▇▇▇▇ Money must have been delivered in accordance herewith, (c) the Inspection Period shall have (or be deemed to have) have ended, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations, (e) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) two Business Days prior to Closing, and (f) the requirements in Section 12.17 are satisfied and (g) such assignment shall in no event delay the Closingsatisfied.

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and permitted assigns of each of the parties hereto. Seller shall not be entitled to assign its rights or obligations under this Agreement to any party without Purchaser's consent in its sole and absolute discretion. Purchaser may, at Purchaser’s sole cost and expense and at no cost or expense to Seller, may assign its rights under this Agreement in whole or in part with respect to any Property only upon the following conditions: (ai) the assignee of Purchaser must be (i) an entity controlling, controlled by, or under common control with Purchaser or (ii) an entity advised by an affiliate of Purchaser’s advisorPurchaser or an entity controlled, Dividend Capital Total Advisors LLCdirectly or indirectly, (b) all of the by Davi▇ ▇▇. ▇▇▇▇▇ Money ▇▇ Stua▇▇ ▇. ▇▇▇▇▇ ▇▇ both of them (meaning the ability to direct the management and policies of the entity in question), (ii) all of the Earn▇▇▇ ▇▇▇ey must have been delivered in accordance herewith, (c) the Inspection Period shall have (or be deemed to have) ended, (diii) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser’s obligations's obligations until the completion of the Closing, and (eiv) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) Business Days days prior to Closing. Without limitation on the foregoing, for purposes of clause (fi) above, an assignee which has an entity controlled, directly or indirectly, by Davi▇ ▇. ▇▇▇▇▇ ▇▇ Stua▇▇ ▇. ▇▇▇▇▇ ▇▇ both of them, as a managing member or general partner thereof shall be a permitted assignee. Notwithstanding this Section 12.1, this Agreement may be assigned by a party to a qualified intermediary solely to facilitate an "Exchange" (as defined below), pursuant to the requirements terms and conditions set forth in Section 12.17 are satisfied and (g) 12.21, but such assignment shall in no event delay relieve the Closingassigning party from its responsibilities and liabilities hereunder.