Assignee Provisions Sample Clauses

Assignee Provisions. The Assignee (a) represents and warrants to the Assignor, the Borrower, the Administrative Agent and the LC Issuing Bank that the Assignee is legally authorized to enter into this Agreement, (b) confirms that it has received a copy of the Credit Agreement, copies of the Current Financials, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (c) agrees with Assignor, the Borrower, the Administrative Agent and the LC Issuing Bank that the Assignee shall (independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as the Assignee deems appropriate at the time) continue to make its own credit decisions in taking or not taking action under the Credit Documents, (d) appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Administrative Agent by the terms of the Credit Documents and all other reasonably-incidental powers, and (e) agrees with the Assignor, the Borrower and the Administrative Agent that the Assignee shall perform and comply with all provisions of the Credit Documents applicable to the Lenders in accordance with their respective terms. If the Assignee is not organized under the laws of the United States of America or one of its states, it (i) represents and warrants to Assignor, the Administrative Agent, and the Borrower that no Taxes are required to be withheld by Assignor, the Administrative Agent, or the Borrower with respect to any payments to be made to it in respect of the Obligation, and it has furnished to the Administrative Agent and the Borrower two duly completed copies of either U.S. Internal Revenue Service W-8BEN or W-8ECI or any other form acceptable to the Administrative Agent that entitles the Assignee to exemption from U.S. federal withholding Tax on all interest payments under the Credit Documents, (ii) covenants to provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI or other form acceptable to the Administrative Agent upon the expiration or obsolescence of any previously delivered form according to law, duly executed and completed by it, and to comply from time to time with all laws with regard to the withholding Tax exemption, and (iii) agrees with the Administrative Agent and the Borrower that, if any ...
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Assignee Provisions. Assignee (a) represents and warrants to Assignor, the Companies, the Seasoned Warehouse Agent and the Seasoned Warehouse Lenders that Assignee is legally authorized to enter into this Agreement, (b) confirms that it has received a copy of the Warehouse Credit Agreement, copies of the Companies' current Financial Statements and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement, (c) agrees with Assignor, the Companies, the Seasoned Warehouse Agent and the Seasoned Warehouse Lenders that Assignee shall, independently and without reliance upon Seasoned Warehouse Agent, Seasoned Warehouse Agent, Assignor, or any other Lender, and based on such documents and information as Assignee deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Seasoned Warehouse Loan Documents, (d) appoints and authorizes Seasoned Warehouse Agent to take such action as agent on its behalf and to exercise such powers under the Seasoned Warehouse Loan Documents as are delegated to Seasoned Warehouse Agent by the terms of the Seasoned Warehouse Loan Documents and all other reasonably incidental powers, (e) agrees with Assignor, the Companies, the Seasoned Warehouse Agent and the Seasoned Warehouse Lenders that Assignee shall perform and comply with all provisions of the Seasoned Warehouse Loan Documents applicable to the Seasoned Warehouse Lenders in accordance with their respective terms and (f) if Assignee is not organized under the Laws of the United States of America or one of its states, it hereby makes the representations and warranties to Assignor, the Companies, the Seasoned Warehouse Agent and the Seasoned Warehouse Lenders that are set forth in SECTION 14.17(c) of the Warehouse Credit Agreement and agrees to be bound by the terms of that Section.
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Related to Assignee Provisions

  • Severable Provisions The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

  • Trustee Provisions Party B enters into this Agreement in its capacity as Trustee of the Trust. Clause 33.16 of the Trust Deed applies to this Agreement as if set out in full. Clause 16 of the Security Trust Deed shall apply to govern Party A’s priority to moneys received from the sale of Assets or other enforcement of the Charge under the Security Trust Deed (each as defined in the Security Trust Deed).

  • Assignments and Participations Binding Effect (a) This Agreement shall become effective when it shall have been executed by ITG, the Borrowers, the other Credit Parties signatory hereto and the Agent and when the Agent shall have been notified by each Lender and the initial L/C Issuer that such Lender or L/C Issuer has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, ITG, the Borrowers, the other Credit Parties hereto (in each case except for Article VIII), the Agent, each Lender and L/C Issuer party hereto and, to the extent provided in Section 8.11, each other Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 8.9), none of ITG, any Borrower, any other Credit Party, any L/C Issuer or the Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

  • BASIC LEASE PROVISIONS Each reference in this Lease to the “

  • Additional Terms and Conditions Applicable to Subletting The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

  • OPERATIVE PROVISIONS ARTICLE 1

  • Terms and Conditions Applicable to Assignment and Subletting (a) Regardless of Lessor's consent, any assignment or subletting shall not (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, nor (iii) alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease.

  • Non-Assignability This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party.

  • Administrative Provisions 12.1 KEEPING OF ACCOUNTS AND RECORDS; CERTIFICATE OF FORMATION; ADMINISTRATOR.

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