Authorized Assignee definition
Examples of Authorized Assignee in a sentence
Provided that Buyer remains fully liable for all of Buyer’s obligations hereunder, Buyer may assign any or all of its rights and obligations under this Agreement, including the right to purchase the Property, by giving Seller notice of such assignment at least three (3) days prior to the Close of Escrow, containing the name of the assignee (“Authorized Assignee”), the portion of the Property to be acquired by such Authorized Assignee.
Each Authorized Assignee shall be obligated jointly and severally to fulfill all of Buyer’s duties and obligations under this Agreement with respect to the portion of the property to be purchased by such Authorized Assignee and the warranties and representations of Buyer shall be the warranties and representations of the Authorized Assignee.
Any Investor to whom Buyer assigns some or all of its rights under this Agreement shall be an Authorized Assignee.
In the event that an Authorized Assignor Transfers any portion of its Bound Shares pursuant to Section 7.2 above, such Authorized Assignor and the Authorized Assignee shall be treated, for all purposes of this Agreement, as if they are a single shareholder, being represented, for that purpose, by the Authorized Assignor.
Pursuant to the other provisions of this Section 7, if any of the Parties intends to make a Transfer, in full or in part, of its Bound Shares in a transaction which is not to an Authorized Assignee or permitted under Section 7.7 below, such Party (“Offeror”) shall notify the other Party (“Offeree”) in writing of its intention to make a potential Transfer (“Notice of First Refusal”).
By the expiration date of the Due Diligence Period, Buyer shall obtain from Escrow Holder an irrevocable commitment for the issuance of such Buyer’s ALTA Extended Coverage of Title Policies insuring (i) ▇▇▇▇▇▇▇▇ (or ▇▇▇▇▇▇▇▇’▇ Authorized Assignee) as the owner of the Tulare Land, and (ii) ▇▇▇▇▇▇▇▇ (or ▇▇▇▇▇▇▇▇’▇ Authorized Assignee) as the owner of the Fresno Land, each subject only to the Permitted Exceptions.
In the event of an authorized Transfer of Bound Shares by any of the Parties after the Closing Date to any third party other than an Authorized Assignee, such Bound Shares, object of the Transfer, will no longer be Bound Shares for all purposes of this Agreement, being received by the third party assignee free and clear from any Encumbrance applicable to the Bound Shares under this Agreement, provided, in any case, the provisions of Section 7 below are complied with.
Any attempted or purported assignment, transfer or conveyance of this Warrant to any person or entity other than an Authorized Assignee, shall be void and without force or effect, and the Company shall have no obligation to recognize the same for any purpose.
Upon receipt thereof, the Company shall issue and deliver a new Warrant of like tenor to the Authorized Assignee, or, in the case of the assignment of this Warrant in part, new Warrants of like tenor to the assigning Holder and the Authorized Assignee as their respective interests may appear in accordance with the portion assigned as indicated on the attached Assignment.
Subject to the next sentence, each Stockholder severally agrees that during the Restricted Period such Stockholder will not transfer Voting Securities to any Authorized Assignee unless such person or entity agrees by instrument in form and substance reasonably satisfactory to AMCE to be bound by the provisions of this Agreement as a "Stockholder".