Assignment by Purchasers Sample Clauses
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Assignment by Purchasers. Each Purchaser may assign to any Eligible Assignee or to any other Purchaser all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Capital or interests therein owned by it); provided, however that
(i) except for an assignment by a Purchaser to either an Affiliate of such Purchaser or any other Purchaser, each such assignment shall require the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that such consent shall not be required if an Event of Termination or an Unmatured Event of Termination has occurred and is continuing);
(ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement;
(iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Purchaser’s Commitment; and
(iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Purchaser hereunder and (y) the assigning Purchaser shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Purchaser’s rights and obligations under this Agreement, such Purchaser shall cease to be a party hereto).
Assignment by Purchasers. Sellers irrevocably agree that this Offer may be assigned in whole or in part by Purchasers to any of their Affiliates without Sellers’ prior consent. However, prior to any such assignments, Purchasers shall serve notice on Sellers of the name of the Affiliates to which this Offer is to be assigned. Purchasers shall be jointly and severally liable together with the assignee or assignees for the faithful performance by the assignee/s of its/their obligation/s under this Offer.
Assignment by Purchasers. Subject to the provisions of paragraphs 2 and 3, Purchasers hereby assign, transfer, grant and otherwise convey to ClaimCo, and ClaimCo hereby accepts and assumes from Purchasers, the Assigned Rights .
Assignment by Purchasers. Each of the Purchasers may assign its right to purchase up to 50% of the Shares to be purchased pursuant to this Agreement to one or more third parties, provided that such third parties are reasonably acceptable to the Company, and provided further that such third parties shall have executed and delivered to the Company a statement acknowledging assumption of the Purchaser's obligations with respect to such shares under this Agreement and containing representations and warranties substantially similar to those set forth in Section 3 hereof.
Assignment by Purchasers. The Purchasers may assign their right to ------------------------ receive all or part of the Company Shares to one or more designees.
Assignment by Purchasers. This Agreement is binding upon and will inure to the benefit of the parties and their respective heirs, legal representatives, and permitted successors and assigns. None of the parties hereto shall assign this Agreement or its rights hereunder to any individual or entity without the prior written consent of the remaining parties hereto, which consent may be granted or withheld in such remaining parties’ sole discretion, and any assignment in the absence of such consent shall be null and void ab initio.
Assignment by Purchasers. The Purchasers, however, may transfer or assign this Agreement or any rights or obligations hereunder to any of their affiliated entities (within the meaning of Section 15 et seq. of the German Stock Corporation Act). In the event of any such transfer or assignment, the Purchasers hereby guarantee the performance of the obligations of the transferee or assignee under this Agreement. ▇▇▇▇▇▇-Standard Project Falcon / SPA 09 June 2007