Common use of Assignment of this Contract Clause in Contracts

Assignment of this Contract. This Contract may not be assigned by Purchaser without the prior written consent of Seller, except to an affiliate of Purchaser (a) that is controlled by, or under common control with, Purchaser (which shall include any entity in which Purchaser, or its members or its members’ principals, possess, directly or indirectly, the power to direct or cause the direction of its management and policies, whether through ownership of voting securities or otherwise), or (b) in which Purchaser or an affiliate of Purchaser is a member or principal, so long as in either case any such entity or entities are controlled in whole or part by Purchaser (for itself or together with a co-managing member) and after delivery of written notice thereof to the Seller. Purchaser and any permitted assignee of Purchaser shall execute and deliver to Seller within five (5) days prior to Closing an assignment and assumption agreement whereby Purchaser assigns all of its right, title and interest in, to and under the Contract to such assignee, and such assignee assumes all of Purchaser’s obligations hereunder, without Purchaser being released from such obligations. A direct or indirect transfer, sale or assignment of the majority stock interest in a corporate purchaser or the majority membership interest in a limited liability company purchaser or the majority or any general partnership interest of a partnership purchaser shall constitute an assignment of this Contract, which assignment or attempted assignment shall be void if made without the prior written consent of Seller. No assignment of this Contract shall relieve Purchaser from any of its obligations set forth herein arising prior to or after the effective date of the assignment.