Assignment of Option Agreement Clause Samples

Assignment of Option Agreement. Gold-Eagle hereby sells, assigns, transfers and conveys to Assignee all of Gold-Eagle’s right, title and interest in, to and arising out of an Option Agreement dated May 26, 2006 to purchase real estate from ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a copy of which is marked Exhibit “A” attached hereto and made a part hereof.

Assignment of Option Agreement. (a) Tenant represents to Landlord that, as of the Effective Date, Tenant has the right and option to acquire legal title to the Premises pursuant to that certain Option Agreement and Agreement of Sale, dated as of July 26, 2007, by and between Mine Safety Appliances Company (“MSA”), as seller, and Tenant, as buyer (as the same has heretofore or hereafter been amended, the “Option Agreement”); which Option Agreement shall, in accordance with the terms hereof, be assigned by Tenant to Landlord; provided, however, that in the event that the Option Agreement is not so assigned by Tenant to Landlord on or before September 30, 2009, either party shall have the right and option, upon ten (10) days’ written notice to the other, to terminate this Lease, whereupon the parties shall have no further obligations hereunder. Subject to the terms and conditions set forth at Section 2.2(b) below, in the event that Tenant fails or refuses to assign the Option Agreement to Landlord in accordance with the terms hereof despite Landlord’s written request that such assignment be effectuated, then: (i) upon any termination of this Lease in accordance with this Section 2.2(a), Tenant shall be obligated to reimburse Landlord for all of Landlord’s reasonable out-of-pocket costs and expenses actually incurred in connection with its preparation and negotiation of this Lease, including without limitation all reasonable attorney and other professional fees; or (ii) Landlord shall otherwise be entitled to institute, at Tenant’s sole cost and expense, an action for specific performance to compel Tenant’s assignment of the Option Agreement. Landlord agrees that, as of the Effective Date, Tenant is attempting to amend the Option Agreement to, inter alia, accelerate the Closing Date to five (5) days (or such other number of days as agreeable to MSA and less than 75) following the Buyer’s exercise of the Option (as such capitalized terms are defined in the Option Agreement) and Landlord hereby agrees to such accelerated Closing Date. (b) The obligation of Tenant to assign the Option Agreement to Landlord is contingent upon Landlord, on or prior to such assignment, (i) having received from Landlord evidence of Landlord’s ability to acquire the Land and to construct the Improvements and Tenant Improvements, which evidence shall be reasonably acceptable to Tenant; and (ii) having entered into a construction contract with ▇▇▇▇▇▇ Construction Company for the construction of the Improvements and th...

Assignment of Option Agreement. Golden Spike irrevocably assigns, grants, transfers and quit claims to and in favor of C▇▇▇▇▇▇▇ Canyon, as and from the Effective Date, the following:

Assignment of Option Agreement. Optionee may assign this Option Agreement and any or all of its rights, interest and obligations under this Option Agreement to an entity owned directly or indirectly by Optionee at any time prior to exercise. The Company may not assign its rights or delegate its duties hereunder without the prior written consent of Optionee.

Assignment of Option Agreement. On the terms and subject to the conditions of the Assignment Agreement as of the date hereof (the “Effective Date”), the Assignor and the Consenting Party hereby assign and transfer to Assignee, and the Assignee hereby takes assignment from the Assignor and the Consenting Party of all right, title and interest of the Consenting Party and the Assignor in and to the Option Agreement, and all rights benefits and advantages whatsoever to be derived therefrom, free and clear of all encumbrances.

Assignment of Option Agreement. 1.1 Party A hereby transfers the Option Agreement and assigns all rights and obligations under Option Agreement to Party B, and Party B hereby accepts such assignment and transfer (the “Assignment”). 1.2 Party C and Party D hereby acknowledge this Assignment.

Assignment of Option Agreement. Purchaser may, without the consent of Seller but after giving written notice to Seller of Purchaser’s intention to assign this Option Agreement, assign all of the rights of Purchaser under this Option Agreement, provided that (i) any such assignment must be made prior to Purchaser exercising the option to purchase provided in this Option Agreement, and (ii) any such assignment may only be made to a reputable person or entity as reasonably determined by Seller. Purchaser may not assign or in any manner transfer (whether voluntarily, by operation of law or otherwise) any of its rights under the Contract without the prior written consent of Seller, and any such transfer or attempted transfer without such consent by Seller will be of no force or effect and void ab initio. However, Seller shall cause the Thistle Interest Owner to transfer the Thistle Interest on the Closing Date specified in the Contract to a person or entity designated in a written notice delivered by Purchaser to Seller no less then five (5) days prior to such Closing Date, provided that such designee is in compliance with the requirements of any required consents, approvals, opinions and releases obtained by Purchaser with respect to the Thistle Interest or the Property from any lenders and/or rating agencies, or any member of Thistle LLC.

Assignment of Option Agreement. Assignor hereby assigns and transfers to Assignee all of Assignor’s rights, title, claims and interests in and to (i) the Option and the Option Agreement, and (ii) all ▇▇▇▇▇▇▇ money deposits and other sums paid or deposited into escrow or to Optionor by (or on behalf of) Assignor in connection with the Option Agreement.

Assignment of Option Agreement. Seller hereby irrevocably and unconditionally assigns to Buyer all of Seller’s right, title and interest into, to and under the Option Agreement, which assignment shall constitute an absolute and present assignment of Seller’s rights thereunder; provided, however, that (i) Buyer agrees that it shall not exercise the option provided in the Option Agreement to purchase the Property unless and until a default by Seller has occurred under this Contract and is continuing and (ii) if Buyer elects to exercise such option and closes on the purchase of the Property pursuant to the Option Agreement, Buyer shall pay to the option or the purchase price for the Property provided in the Option Agreement (the “Option Price”) and shall pay to Seller the excess, if any, of the Purchase Price over the Option Price, subject to any adjustments provided in this Contract. Seller shall not amend, supplement, further assign or terminate the Option Agreement and shall take all necessary action to keep the same in full force and effect until the Closing under this Contract. Any exercise by Buyer of the option provided in the Option Agreement shall not modify or otherwise affect any of the terms and conditions of this Contract or any of Buyer’s rights or Seller’s obligations hereunder.