Common use of Purchaser Bound Clause in Contracts

Purchaser Bound. Purchaser shall not be entitled to assign its rights in, to and under this Agreement without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, Purchaser shall be entitled to assign its rights in, to and under this Agreement to an Affiliate of Purchaser, ▇▇▇▇▇▇▇ Capital Essential Asset REIT, Inc. (“▇▇▇▇▇▇▇ REIT I”), ▇▇▇▇▇▇▇ Capital Essential Asset REIT II, Inc. (“▇▇▇▇▇▇▇ REIT II”), and/or any entity wholly owned by either ▇▇▇▇▇▇▇ REIT I or ▇▇▇▇▇▇▇ REIT II; in each case without the prior written consent of Seller; provided however (a) no such assignment shall be effective or binding on Seller until written notice thereof has been delivered to Seller, (b) the assignee executed and delivers an assignment and assumption agreement in which such assignee assumes all of Purchaser’s rights, duties and obligations under this Agreement, (c) such assignment will not release Purchaser from its primary obligation for the payment and performance of all obligations of the Purchaser under this Agreement and (d) Affiliate confirming (in writing) to Seller, on behalf of Affiliate (as if Affiliate is Purchaser), Purchaser’s representations and warranties as set forth in Section 6.4 and Section 7.2. For purposes of this Section 10.1, the term “Affiliate” means (i) an entity that directly or indirectly controls, is controlled by or is under common control with the Purchaser or (ii) an entity at least a majority of whose economic interest is directly or indirectly owned by Purchaser; and the term “control” means the power to direct the management of such entity through voting rights, ownership or contractual obligations.

Purchaser Bound. Purchaser shall may not be entitled to assign its rights in, to and under this Agreement without the prior written consent of Seller, Seller (which consent may be granted or withheld in Seller’s sole discretion. Notwithstanding the foregoing, Purchaser shall be entitled to assign its rights in, to and under this Agreement to an Affiliate of Purchaser, ▇▇▇▇▇▇▇ Capital Essential Asset REIT, Inc. (“▇▇▇▇▇▇▇ REIT I”), ▇▇▇▇▇▇▇ Capital Essential Asset REIT II, Inc. (“▇▇▇▇▇▇▇ REIT II”), and/or and any entity wholly owned by either ▇▇▇▇▇▇▇ REIT I or ▇▇▇▇▇▇▇ REIT II; in each case without the prior written consent of Seller; provided however (a) no such prohibited assignment shall be effective or binding on void; provided, however, that (subject to (i) Purchaser and Affiliate (as defined below) providing to Seller until written notice thereof has been delivered of such assignment, including evidence reasonably satisfactory to SellerSeller that Affiliate satisfies the definition of Affiliate set forth below, (bii) the assignee executed and delivers an assignment and assumption agreement Purchaser confirming (in which such assignee assumes all of Purchaser’s rights, duties and obligations under this Agreement, (cwriting) to Seller that such assignment will does not relieve or release Purchaser from its primary obligation for the payment and performance of all obligations of the Purchaser under this Agreement liability, and (diii) Affiliate confirming (in writing) to Seller, on behalf of Affiliate (as if Affiliate is Purchaser), Purchaser’s representations and warranties as set forth in Section 6.4 6.6 and Section 7.27.2 as well as assuming, accepting and agreeing (in writing) to be bound by and perform each of Purchaser’s obligations, liabilities, duties, covenants and agreements set forth in this Agreement) Purchaser may assign this Agreement, without Seller’s consent, to an Affiliate. For purposes No assignment shall release or relieve Purchaser from its obligations, liabilities and/or duties under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of this Section 10.1, the term “Affiliate” means (i) an entity that directly or indirectly controls, is controlled by or is under common control with the Purchaser or (ii) an entity at least a majority of whose economic interest is directly or indirectly owned by Purchaser; and the term “control” means the power to direct the management of such entity through voting rights, ownership or contractual obligations.respective

Purchaser Bound. Purchaser shall may not be entitled to assign its rights in, to and under this Agreement without the prior written consent of Seller, Seller (which consent may be granted or withheld in Seller’s sole discretion. Notwithstanding the foregoing, Purchaser shall be entitled to assign its rights in, to and under this Agreement to an Affiliate of Purchaser, ▇▇▇▇▇▇▇ Capital Essential Asset REIT, Inc. (“▇▇▇▇▇▇▇ REIT I”), ▇▇▇▇▇▇▇ Capital Essential Asset REIT II, Inc. (“▇▇▇▇▇▇▇ REIT II”), and/or and any entity wholly owned by either ▇▇▇▇▇▇▇ REIT I or ▇▇▇▇▇▇▇ REIT II; in each case without the prior written consent of Seller; provided however (a) no such prohibited assignment shall be effective or binding on void; provided, however, that (subject to (i) Purchaser and Affiliate (as defined below) providing to Seller until written notice thereof has been delivered of such assignment, including evidence reasonably satisfactory to SellerSeller that Affiliate satisfies the definition of Affiliate set forth below, (bii) the assignee executed and delivers an assignment and assumption agreement Purchaser confirming (in which such assignee assumes all of Purchaser’s rights, duties and obligations under this Agreement, (cwriting) to Seller that such assignment will does not relieve or release Purchaser from its primary obligation for the payment and performance of all obligations of the Purchaser under this Agreement liability, and (diii) Affiliate confirming (in writing) to Seller, on behalf of Affiliate (as if Affiliate is Purchaser), Purchaser’s representations and warranties as set forth in Section 6.4 6.6 and Section 7.27.2 as well as assuming, accepting and agreeing (in writing) to be bound by and perform each of Purchaser’s obligations, liabilities, duties, covenants and agreements set forth in this Agreement) Purchaser may assign this Agreement, without Seller’s consent, to an Affiliate. No assignment shall release or relieve Purchaser from its obligations, liabilities and/or duties under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective legal representatives, successors, assigns, heirs and devisees of the parties. For the purposes of this Section 10.1, the term “Affiliate” means (ia) an entity that directly or indirectly controls, is controlled by or is under common control with the Purchaser or (iib) an entity at least a majority of whose economic interest is directly or indirectly owned by Purchaser; and the term “control” means the power to direct the management of such entity through voting rights, ownership or contractual obligations.