The "Assignment by Buyer" clause outlines the conditions under which a buyer may transfer their rights and obligations under a contract to another party. It typically requires the consent of the seller for the assignment to be valid, ensuring that the seller's interests are protected.
Buyer shall tender the Purchase Price to Seller for the Stock by delivering the assignment provided for in Exhibit A, along with the book statement of the transaction provided by the Transfer Agent upon delivery of the assignment by Buyer.
There shall be no third party beneficiaries hereof, intended or otherwise. Neither Party may assign this Agreement without the written consent of the other party, provided, however, Buyer may assign this Agreement to a wholly owned subsidiary. In the event of such assignment by Buyer it shall remain obligated and liable under the terms and conditions of this Agreement.
Assignment. Buyer may assign this Agreement to any other person or entity without Seller's consent. Any assignment by Buyer will relieve Buyer of any liability for the performance of Buyer's obligations under this Agreement. Seller's obligations and benefits hereunder are not assignable without Buyer's prior written consent.
Permitted Assignment by Buyer. Buyer may, without Seller’s consent but upon written notice, assign its interest in this Restated Agreement to any wholly owned subsidiary of Buyer at any time prior to or at Closing. The assignment by Buyer of its rights under this Restated Agreement shall be effective to fully release and discharge Buyer from any and all obligations under this Restated Agreement.
Successors and Assigns. Prior to approval, Buyer shall not assign or transfer all or any portion of its rights, duties, and obligations hereunder without the written consent of Seller, who will seek Court approval prior to any such consent. Any attempt to do so without written consent of Seller is null and void. Even if approved by Seller, no assignment by Buyer of any of its rights, interests or obligations hereunder shall relieve Buyer of its obligations under this Agreement.
In the event of such assignment by Buyer it shall remain obligated and liable under the terms and conditions of this Agreement.
No Assignment by Buyer. This Agreement may not be assigned or transferred by Buyer without Seller’s prior written consent. Notwithstanding the foregoing, Buyer may designate a wholly owned subsidiary to take title to the Property at Closing provided Buyer will remain obligated under this Agreement.
Buyer has the requisite power and authority to enter into this Agreement and the Patent Assignment and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Patent Assignment by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Buyer. This Agreement has been duly executed and delivered by Buyer and, upon the execution and delivery by Buyer of the Patent Assignment, and further assuming the due authorization, execution and delivery of this Agreement and the Patent Assignment by Seller, this Agreement and the Patent Assignment will constitute the legal, valid and binding obligations of Buyer, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether considered in a proceeding in equity or at law.
“Following any permitted assignment by Buyer as set forth in this Section 9.8, Buyer shall remain liable for all Buyer obligations and liabilities under this Agreement, including, but not limited to, the payment of the Earnout Payments.”
Assignment. Buyer may assign this Contract to a limited liability company or other entity provided that such entity is managed by some combination of _________________. Any other assignment by Buyer shall require the consent of Seller which shall not be unreasonably withheld, conditioned or delayed.
9.2 Assignability. Neither this Agreement nor any rights or obligations hereunder, are assignable by Sellers or the Company. The rights of Buyer under this Agreement are assignable in part or wholly to any company controlled by, controlling or under common control with Buyer and any assignee of Buyer shall succeed to and be possessed of the rights of Buyer hereunder to the extent of the assignment made; provided, however, that and such assignment by Buyer shall not relieve Buyer of its obligations hereunder. In addition, after the Closing, Buyer may assign all of its rights and/or obligations under this Agreement to any person who acquires either the stock of Buyer or the Company, or substantially all of the assets of the Company; provided, however, that any such assignment by Buyer shall not relieve Buyer of its obligations hereunder.
Assignment. Buyer may not assign, transfer or convey its rights or obligations under this Agreement at any time without the prior written consent of Seller, which Seller may withhold in its sole and absolute discretion; provided, however, Buyer may assign this Agreement to a Buyer Affiliate (as defined below) without the requirement of obtaining Seller’s prior written consent (but nevertheless requiring at least five (5) business days prior written notice) and satisfy the requirements set forth below. The term “Buyer Affiliate” shall mean (i) any entity of which Buyer is the manager, managing member, general or co-general partner, or (ii) any entity controlling, controlled by, or under common ownership with Buyer. Notwithstanding the foregoing, no assignment by Buyer (whether to a Buyer Affiliate or otherwise) shall release Buyer from any of its obligations hereunder, and any assignment by Buyer (even to a Buyer Affiliate) shall require the full assumption by the assignee (on a joint and several basis) of all of Buyer’s obligations hereunder, and the assignment and assumption agreement must be delivered to Seller at least five (5) business days prior to the Closing.
No assignment by Buyer shall release Buyer from its obligations hereunder, which shall continue in full force and effect.
Any assignment by Buyer must include a prohibition on its assignee restricting any further assignment of this Contract without the consent of Seller.
Assignment by a buyer refers to the transfer of the buyer’s rights and obligations under a contract to another party. This legal process allows the original buyer (assignor) to delegate some or all of their contractual duties to a third party (assignee) while still being bound by the original contract, unless otherwise stated.
You should consider using assignment by buyer in scenarios such as:
When writing an assignment by buyer, it is important to consider the following elements:
Example:
“This Assignment Agreement, made on [Date], is between [Assignor Name], the ‘Assignor,’ and [Assignee Name], the ‘Assignee.’ The Assignor hereby assigns the rights and obligations from the original contract dated [Original Contract Date] with [Original Party Name] to the Assignee. The Assignee agrees to assume all designated duties and obligations under the Original Contract.”
Various contracts may contain provisions for assignment by buyer, including:
Understanding the provisions and legal implications of assignment by buyer can enhance strategic contract management and business operations.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
An "Assignment by Lessor" clause in a contract allows the lessor, or property owner, to transfer their rights and obligations under the lease to another party. This clause typically specifies the conditions under which such an assignment is permissible and any required notifications or approvals that must be obtained.
An assignment of claims clause allows one party in a contract to transfer their right to receive payment or benefits under the contract to a third party, typically known as the assignee. This clause is often used to ensure financial flexibility and liquidity by enabling the original party to leverage their contractual rights for financing or business transactions.
The "Assignment of Rents" clause is a contractual provision frequently found in mortgages or deeds of trust, allowing the lender to take possession of rental income generated by the mortgaged property in the event of borrower default. Essentially, it serves as additional security for the lender, ensuring they have a means of income should the property owner fail to meet their mortgage obligations.
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