Common use of Limited Assignment Clause in Contracts

Limited Assignment. Subject to the further limitations in subparagraph (b) below, this Agreement, and all, but not part, of Buyer's rights under this Agreement, may be assigned by Buyer, without the prior written consent of Seller, to any entity affiliated with the Inland Group, Inc., a Delaware corporation, which is qualified to do business in the State of Illinois, so long as there is no payment for such assignment; provided, however, that such assignment shall not release or relieve Buyer of and from any liability or obligation under this Agreement, and Buyer shall continue to be primarily liable to Seller under this Agreement. No such assignment shall be effective, however, unless and until Buyer shall have furnished to Seller (i) an executed copy of the assignment plus a written assumption agreement, in form satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this Agreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreement, and (ii) such information as Seller may reasonably request to confirm that no payment has made for such assignment. Seller shall have the right to rely in good faith on the genuiness and validity of the notice from Buyer of an assignment and to convey the Premises to the assignee without liability to Buyer or any other person. Buyer shall indemnify and save Seller harmless from and against any such liability in connection with such conveyance to the assignee.

Limited Assignment. Subject to the further limitations in subparagraph (b) below, prior to Closing Buyer may, without the prior written consent of Seller, assign this Agreement, and all, but not part, of Buyer's ’s rights under this Agreement, may be assigned by Buyer, without the prior written consent of Seller, to any an entity affiliated with the Inland Group, Inc., a Delaware corporation, (i) which is qualified to do business in the State in which the Property is located, and (ii) which is directly or indirectly controlled by the entity owning all or substantially all of Illinoisthe interests in Buyer or is an investment fund of, so long as there is no payment for such assignmentor investment advisory client of, Buyer; provided, however, that such assignment shall not release or relieve Buyer of and from any liability or obligation under this Agreement, and Buyer shall continue to be primarily liable to Seller under this Agreement. No such assignment shall be effective, however, unless and until Buyer shall have furnished to Seller (i) both an executed copy of the assignment plus a written and assumption agreement, in form reasonably satisfactory to Seller, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer named herein, for the performance of all of the obligations of Buyer under this Agreement and to pay all additional transfer or documentary taxes imposed as a result of such assignmentAgreement, and which contains a representation by the assignee that all of the representations and warranties made by Buyer in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreementagreement (or if the assignee is a different form of entity, and (ii) such information the applicable representation shall be modified as Seller may reasonably request to confirm that no payment has made for such assignmentappropriate). Seller shall have the right to rely in good faith on the genuiness genuineness and validity of the notice from Buyer of an assignment and to convey the Premises Property to the assignee without liability to Buyer or any other person. Buyer shall indemnify and save Seller harmless from and against any such liability in connection with such conveyance to the assignee.

Limited Assignment. Subject Except as provided in Section 11.12 below, neither this Agreement nor any interest hereunder shall be assigned or transferred by Purchaser without Sellers’ consent; provided, however, that no such consent shall be required with respect to Purchaser’s assignment to one or more entities that are (or will prior to the further limitations in subparagraph (bClosing Date be) below, this Agreement, and all, but not part, of Buyer's rights under this Agreement, may be assigned by Buyer, without the prior written consent of Seller, to any entity affiliated with the Inland Group, Inc., a Delaware corporation, which is qualified to do business in the State state of IllinoisTexas and are wholly owned, so long as there is no payment for such assignmentdirectly or indirectly, by Purchaser or the KBS Strategic Opportunity REIT, Inc.; provided, however, and provided further that upon any such assignment permitted hereunder, the Purchaser named herein shall not release or relieve Buyer of and from any liability or obligation under this Agreement, and Buyer shall continue to be primarily remain liable to Seller under this AgreementSellers for the performance of "Purchaser’s" obligations hereunder. No such assignment shall be effective, however, unless and until Buyer Purchaser shall have furnished to Seller (i) Sellers both an executed copy of the assignment plus a written assumption agreement, in form reasonably satisfactory to SellerSellers, by the assignee to assume, perform and be responsible, jointly and severally with the Buyer Purchaser named herein, for the performance of all of the obligations of Buyer Purchaser under this Agreement and to pay all additional transfer or documentary taxes imposed as a result of such assignment, and which contains a representation by the assignee that all of the representations and warranties made by Buyer Purchaser in this Agreement are true and correct with respect to the assignee as of the date of the assumption agreementagreement (or if the assignee is a different form of entity, and (ii) such information the applicable representation shall be modified as Seller may reasonably request to confirm that no payment has made for such assignmentappropriate). Seller Sellers shall have the right to rely in good faith on the genuiness genuineness and validity of the notice from Buyer Purchaser of an assignment and to convey the Premises Property to the assignee without liability to Buyer Purchaser or any other person. Buyer Purchaser shall indemnify and save Seller Sellers harmless from and against any such liability in connection with such conveyance to the assignee. Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding upon Sellers and Purchaser and their respective successors and assigns.