Common use of Transfer or Assignment Clause in Contracts

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate (which shall not require the Pledgor’s consent, but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of the Pledgor (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the Pledgor), which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no consent of the Pledgor is required hereunder for (a) the assignment or transfer by the Pledgee of any of its rights under and interests in the Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25), the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgor. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunder.

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate affiliate (which shall not require the Pledgor’s consent, consent but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of the Pledgor (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the Pledgor), which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that no consent of the Pledgor is required hereunder for (a) the assignment or transfer by the Pledgee Operating Partnership of any of its rights under and interests in the Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25), the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgortransferee. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunder.

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate affiliate (which shall not require the Pledgor’s consent, consent but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of the Pledgor (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the Pledgor), which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that no consent of the Pledgor is required hereunder for (a) the assignment or transfer by the Pledgee Operating Partnership of any of its rights under and interests in the Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 2524), the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgortransferee. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunder.

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate affiliate (which shall not require the any Pledgor’s consent, 's consent but as to which the Pledgee will give prior written notice to the PledgorPledgors), none of the Pledgor Pledgors or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of the Pledgor Pledgors (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the any Pledgor), which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that no consent of any of the Pledgor Pledgors is required hereunder for (a) the assignment or transfer by the Pledgee Operating Partnership of any of its rights under and interests in the Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25), the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgortransferee. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunder.

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate affiliate (which shall not require the Pledgor’s consent, consent but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of the Pledgor (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the Pledgor), which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that no consent of the Pledgor is required hereunder for (a) the assignment or transfer by the Pledgee Operating Partnership of any of its rights under and interests in the Contribution Agreement or the Nominee Agreement to any permitted assignee under the Contribution Agreement or the Nominee Agreement, as the case may be, or (b) the Pledgee to act hereunder as agent on behalf of any Person person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25), the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgortransferee. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunder.

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate (which shall not require the any Pledgor’s consent, consent but as to which the Pledgee will give prior written notice to the PledgorPledgors), none of the Pledgor Pledgors or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of the Pledgor Pledgors (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the any Pledgor), which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that no consent of any of the Pledgor Pledgors is required hereunder for (a) the assignment or transfer by the Pledgee Operating Partnership of any of its rights under and interests in the Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person person who becomes a an Indemnified Party. Upon receipt of such consent (if required under this Section 25), the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgortransferee. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunder.

Transfer or Assignment. Except with respect 9.1 This Agreement and all the rights, obligations, economic benefits (or any portion of them) included therein shall not be assigned, leased, pledged, donated or otherwise transferred to any assignment or transfer third party by the Pledgee to an Affiliate (which shall not require the Pledgor’s consent, but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement Pledgors without the prior written consent of the Pledgor (if Pledgee. 9.2 This Agreement shall be binding upon the assignor/transferee is Pledgors and their successors and be effective upon the Pledgee) Pledgee and its each successor and assignee. 9.3 The Pledgee may transfer or assign all or any of its rights and obligations under this Agreement to any person to whom it transfers or assigns all or any of its rights under the Exclusive Consulting and Services Agreement. Under such circumstance, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee (as if the assignor/transferee assignee is a party hereto. Upon the Pledgor), which consent shall not be unreasonably withheld, conditioned Pledgee’s transfer or delayed; provided, however, that no consent assignment of the Pledgor is required hereunder for (a) rights and obligations under the Exclusive Consulting and Services Agreement and at the Pledgee’s request, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment. 9.4 Subsequent to an assignment or transfer by the Pledgee of any of its rights under and interests in the Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25)Pledgee, the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, new parties to the extent provided in Pledge shall re-execute a pledge contract and duly register with relevant AIC. 9.5 the instrument Pledgors shall strictly comply with provisions of assignmentthis Agreement and other agreements or contracts executed by the Parties solely or collectively, have including the Exclusive Consulting and Services Agreement and the Power of Attorney issued to the Pledgee, perform all of the rights obligations thereunder, and obligations not to take any actions/non-actions that would materially affect the validity and enforceability of such agreements or contracts. The Pledgors shall not exercise any lien right over the Pledgee hereunder with respect Equity Interests unless according to the Collateral, and written instruction by the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgor. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunderPledgee.

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate affiliate (which Which shall not require the Pledgor’s consent, consent but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of the Pledgor (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the Pledgor), which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that no consent of the Pledgor is required hereunder for (a) the assignment or transfer by the Pledgee Operating Partnership of any of its rights under and interests in the Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25), the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgortransferee. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunder.

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate (which Purchaser shall not require the Pledgor’s consent, but as be entitled to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor assign this Contract or Pledgee may assign or transfer any of their respective its rights under and interests in this Agreement hereunder without the prior written consent of Seller, which may be withheld by Seller with or without cause (and even if ▇▇▇▇▇▇’s refusal to grant consent is unreasonable). To the Pledgor (if the assignor/transferee is the Pledgee) extent that Seller consents to any such assignment, said consent may be conditioned in any manner whatsoever, including, without limitation, charging an assignment or transfer fee. Any such assignee must fully assume all of the Pledgee obligations of Purchaser hereunder by written agreement for ▇▇▇▇▇▇’s benefit, a counterpart original executed copy of which shall be delivered to Seller. If Purchaser is a corporation, partnership, other business entity, trustee or nominee, a transfer of any stock, partnership interest, equity, beneficial or principal interest in Purchaser will constitute an assignment of this Contract requiring Seller’s consent. Without limiting the generality of the foregoing, Purchaser shall not, prior to Closing on title to the Unit, unless first obtaining the prior written consent of Seller (if which may be granted or withheld in Seller’s sole and absolute discretion) advertise, market and/or list the assignor/transferee Unit for sale or resale, whether by placing an advertisement, listing the Unit with a broker, posting signs at the Unit or at the Condominium, allowing the Unit to be listed on the Multiple Listing Service or otherwise. Any violation of any of the foregoing provisions of this paragraph shall be deemed an immediate default by Purchaser under this Contract (which is not capable of cure and for which no notice must be given). This Contract shall be binding upon and inure to the Pledgor)benefit of the heirs, which consent shall not be unreasonably withheldexecutors, conditioned or delayedadministrators and permitted assigns of the parties to this Contract; provided, however, that no consent of this Contract shall not become binding upon Seller until approved pursuant to the Pledgor is required hereunder for (a) terms hereof. In the assignment or transfer by the Pledgee of any of its rights under and interests in the Contribution Agreement event Seller agrees to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25)an assignment, the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who Total Purchase Price shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgor. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunderincreased by Ten Thousand ($10,000.00) Dollars.

Transfer or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate (which shall not require the Pledgor’s consent, but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent of the Pledgor (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the Pledgor), which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no consent of the Pledgor is required hereunder for (a) the assignment or transfer by the Pledgee of any of its rights under and interests in the Contribution Membership Interest Purchase Agreement to any permitted assignee under the Contribution Membership Interest Purchase Agreement or (b) the Pledgee to act hereunder as agent on behalf of any Person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25), the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral, and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the Pledgee hereunder to the reasonable satisfaction of Pledgor. However, no such assignment or transfer shall relieve such assignee/transferee of those duties and obligations of the Pledgee specified hereunder.