No Assignment by Purchaser Clause Samples

No Assignment by Purchaser. Purchaser may not assign this Contract or any of Purchaser’s rights hereunder.

No Assignment by Purchaser. 15.1 Purchaser may not assign this Contract or any of Purchaser's rights hereunder and any purported assignment shall be null and void. 15.2 This Contract shall bind and inure to the benefit of the Parties hereto and their respective heirs, personal and legal representatives and successors in interest.

No Assignment by Purchaser. Neither this Agreement nor any of the rights of Purchaser hereunder (nor the benefits of such rights) may be assigned, transferred or encumbered without Seller's prior written consent (which consent may be withheld in Seller's sole and absolute discretion) and any purported assignment, transfer or encumbrance without Seller's prior written consent shall be void. Purchaser expressly covenants and agrees that (a) if Purchaser is a corporation, a sale or transfer of more than fifty (50%) percent (at any one time or in the aggregate from time to time) of the shares of any class of the issued and outstanding stock of Purchaser, its successors or assigns, or the issuance of additional shares of any class of its stock to the extent of more than fifty (50%) percent (at any one time or, in the aggregate from time to time) of the number of shares of said class of stock issued and outstanding on the date hereof, (b) if Purchaser is a partnership, joint venture or limited liability company, a sale or transfer of more than fifty (50%) percent (at any one time or in the aggregate from time to time) of the partnership, joint venture or membership interests of Purchaser, its successors or assigns, or the issuance of additional partnership, joint venture or membership interests of any class to the extent of more than fifty (50%) percent (at any one time or in the aggregate from time to time) of the amount of partnership, joint venture or membership interests issued on the date hereof shall, in any such case, constitute an assignment of this Agreement. Unless, in each instance, the prior written consent of Seller has been obtained, any such assignment shall constitute a material default under this Agreement and shall entitle Seller to exercise all rights and remedies under this Agreement, at law or equity, in the case of such a default.

No Assignment by Purchaser. This Agreement may not be sold, assigned, delegated, or encumbered by the Purchaser.

No Assignment by Purchaser. Except as otherwise provided in this Section 13, Purchaser shall be permitted to assign Purchaser's rights and delegate Purchaser's obligations hereunder only with the prior written consent of Seller, which consent may be granted or withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Purchaser shall, upon written notice to Seller but without the need for Seller's consent, be permitted to assign Purchaser's rights and delegate Purchaser's obligations hereunder to another entity which is an affiliate of Purchaser.

No Assignment by Purchaser. Purchaser will not assign or transfer this Agreement, or any of its rights hereunder, or delegate any of its duties or obligations, under this Agreement, without the prior written consent of ▇▇▇▇▇▇▇▇. Any attempted assignment in violation of this Section 18.1 will be null and void.

No Assignment by Purchaser. Neither this Agreement nor any of the rights of Purchaser hereunder (nor the benefits of such rights) may be assigned, transferred or encumbered without Seller's prior written consent (which consent may be withheld in Seller's sole and absolute discretion) and any purported assignment, transfer or encumbrance without Seller's prior written consent shall be void. Notwithstanding the foregoing, Purchaser may assign this Agreement without Seller's consent to any entity in which Purchaser owns a direct or indirect beneficial interest or in which William Glazer is a principle, ▇▇▇▇▇▇▇▇ ▇▇▇▇ (i) on or prior to the effective date of such assignment, Purchaser delivers to Seller evidence of the ownership of Purchaser (if applicable) and the proposed assignee so as to permit Seller to verify that such proposed assignee is a permitted assignee, (ii) on or prior to the effective date of such assignment, Purchaser shall deliver to Seller a written assumption, in form reasonably satisfactory to Seller and duly executed and acknowledged by the assignee, in which the assignee agrees to assume all of Purchaser's covenants, agreements and obligations under this Agreement and (iii) promptly following any such assignment, Purchaser shall pay to Seller any amounts paid or payable to Purchaser expressly by reason of such assignment, it being understood that the foregoing shall not constitute an entitlement to any amounts payable to Purchaser in the nature of capital contributions, distributions, promote fees, carried interest or otherwise under the organizational documents of the assignee. As of the date of any assignment of this Agreement in accordance with the provisions of this Section 14.1, the representations of Purchaser named herein set forth in Section 9.1 hereof shall be remade as to the assignee, as Purchaser, except that the representations and warranties set forth in Section 9.1(a) hereof shall be modified accordingly. Purchaser named herein shall remain fully liable for all of Purchaser's covenants, agreements and obligations under this Agreement notwithstanding any such permitted assignment pursuant to this Section 14.1.

No Assignment by Purchaser. Neither this Agreement nor any of the rights of Purchaser hereunder may be assigned by Purchaser without the written consent of Seller, which consent may be denied for any reason whatsoever or for no reason. Any change in a controlling interest in Purchaser shall be deemed to be an assignment. Notwithstanding the foregoing, provided Closing will not be delayed and Lender’s Consent will not be affected, upon not less than two (2) business days’ prior notice to Seller, Purchaser may transfer and assign the rights and obligations of Purchaser under this Agreement to an assignee in which Purchaser or any entity controlling, controlled by, or under common control with Purchaser is, directly or indirectly, the managing member, general partner or manager of such assignee, in which event, such assignee shall be entitled to the benefit of and may enforce Seller’s covenants, representations and warranties hereunder. Upon any such assignment, the assignor’s liabilities and obligations hereunder or under any instruments, documents or agreements made pursuant thereto shall be binding upon such assignee, but the assignor shall not be relieved of its liability hereunder.