This Agreement may not be assigned by Buyer without the prior written consent of Sellers. Any transfer of a majority of the direct or indirect interests in Buyer shall be deemed to be an assignment of this Agreement by Buyer. Notwithstanding the foregoing, Buyer may assign all of its rights under this Agreement as such interest relates to one or more of the Assets at or prior to the Closing to one or more (i) limited partnerships or other entities in which Buyer or Affiliates thereof are direct or indirect partners, members or shareholders, and/or (ii) one or more tenant-in-common entities so long as CWS Apartment Homes LLC is the initial property manager of the applicable Real Property after Closing, provided that (i) the Buyer originally named in this Agreement will continue to remain primarily liable under this Agreement for any pre-Closing obligations or liabilities notwithstanding any such assignment, (ii) Buyer shall deliver written notice to Sellers of any such assignment at least seven (7) Business Days prior to the Closing Date (which notice shall include the name, entity type, state of formation and signature block of the assignee), (iii) Buyer and Buyer’s assignee shall execute and deliver an assignment and assumption agreement in form reasonably satisfactory to Sellers prior to the Closing (which shall include an assumption by Buyer’s assignee of all obligations and liabilities of Buyer under this Agreement which arise from and after the date of such assignment), and (iv) Steven J. Sherwood, Gary Carmell, Michael Engels, Michael Brittingham, Justin Leahy, family members of each of such five individuals, and any trusts, partnerships or other entities, directly or indirectly, owned, controlled or for the benefit of any such five individuals or any of their respective family members (collectively, the “CWS Group”), any entity in which the managing member, manager or general partner is, directly or indirectly, owned or controlled by one or more of the CWS Group and the strategic apartment fund indirectly controlled by the CWS Group, shall, in the aggregate, invest, directly or indirectly, no less than $4,500,000 of equity in the aggregate in the Buyer(s) that acquires title to the Assets at Closing. Notwithstanding the foregoing, each Seller may assign or transfer its rights or obligations under this Agreement and title to its Real Property, without Buyer’s consent, to a Delaware limited partnership in which such Seller or its Affiliate is (directly or indirectly) a 99% (or more) limited partner and an Affiliate of such Seller is the sole general partner of such limited partnership, provided that (i) such Seller will continue to remain primarily liable under this Agreement notwithstanding any such assignment, (ii) such Seller shall deliver written notice to Buyer of any such assignment at least seven (7) Business Days prior to the Closing Date (which notice shall include the name, entity type, state of formation and signature block of the assignee), and (iii) such Seller and its assignee shall execute and deliver an assignment and assumption agreement in form reasonably satisfactory to Buyer prior to the Closing (which shall include an assumption by such Seller’s assignee of all obligations and liabilities of such Seller under this Agreement which arise from and after the date of such assignment). In no event shall the Sellers originally named in this Agreement be released from any liability or obligation under this Agreement as a result of any such assignment or transfer.