Assignment by the Lenders. The Finance Parties and the Borrower acknowledge and agree that the Lenders may, at any time assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement: (a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement; (b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred; (c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement: (i) with the Borrower’s prior written consent; or (ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and (d) provided that the consent of the Borrower to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed. The Borrower shall be deemed to have given its consent to any request for such assignment or transfer ten (10) Business Days after the Borrower is given notice of such request unless consent is expressly refused by the Borrower within that time.
Appears in 2 contracts
Samples: Facility Agreement (Teekay Corp), Facility Agreement (Teekay LNG Partners L.P.)
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders may, at any time right to sell or assign, transfer in minimum portions of $5,000,000, such Lender's Individual Commitment Amount to one or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) more financial institutions with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
(d) provided that the consent of the Borrower Agent, the Swing Line Lender and each Fronting Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount. The Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or transfer ten (10) Business Days after assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, sale or assignment.
Appears in 2 contracts
Samples: Credit Agreement (ENERPLUS Corp), Credit Agreement (Penn West Energy Trust)
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders may, at any time right to sell or assign, transfer in minimum portions of $5,000,000, such Lender’s Individual Tranche 1 Commitment Amount or otherwise dispose of, Individual Tranche 2 Commitment Amount to one or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) more financial institutions with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
(d) provided that the consent of the Borrower Agent, the Swing Line Lender and the Fronting Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers’ Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Tranche 1 Commitment Amount or Individual Tranche 2 Commitment Amount, as the case may be, in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender’s entire Individual Tranche 1 Commitment Amount or Individual Tranche 2 Commitment Amount, as the case may be. The Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lender or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or transfer ten (10) Business Days after assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, sale or assignment.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders may, at any time right to sell or assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part in minimum portions of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
$10,000,000 (a) so long as, and to the extent that any unless such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender between existing Lenders or an Affiliate consists of a Lender; and
(d) provided that 's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Borrower Agent and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further that each continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $10,000,000. The Notwithstanding the foregoing, a Lender may sell or assign its Rateable Portion to an Affiliate thereof without the consent of the Agent or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender. In the event of such sale or transfer ten (10) Business Days after assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, sale or assignment.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties Each Lender will have the right to sell or assign, in minimum portions of $10,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Agent and, in the case of a sale or assignment by a Lender, the consent of the Issuing Lender and the Swingline Lender and, in all cases if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower acknowledge will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and agree provided further that each continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $10,000,000. Notwithstanding the Lenders foregoing, a Lender may sell or assign its Rateable Portion to an Affiliate thereof without the consent of the Agent, the Issuing Lender, the Swingline Lender or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment. Notwithstanding the foregoing, any Lender may, without the consent of the Borrower, the Agents, the Issuing Lender or the Swingline Lender, at any time assign, transfer pledge or otherwise dispose of, or offer or grant any interest in, the whole assign a Security Interest in all or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any portion of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice Agreement to the Borrowersecure obligations of such Lender, if (A) such transferincluding any pledge or assignment to secure obligations to a Federal Reserve Bank, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar central bank having jurisdiction over such Lender and is this Section 20.2 shall not apply to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) any such transfer pledge or assignment is to another Lender or an Affiliate of a LenderSecurity Interest; and
(d) provided that the consent no such pledge or assignment of the Borrower to an assignment or transfer by a Security Interest shall release a Lender (if required) must not be unreasonably withheld from any of its obligations hereunder or delayed. The Borrower shall be deemed to have given its consent to substitute any request such pledgee or assignee for such assignment or transfer ten (10) Business Days after the Borrower is given notice of such request unless consent is expressly refused by the Borrower within that timeLender as a party hereto.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders may, at any time right to assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part in minimum portions of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long asU.S. $5,000,000, and increments of U.S. $1,000,000 in excess thereof, such Lender's Individual Commitment Amount to the extent that any such Lender one or more financial institutions (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(ithan Disqualified Lenders) with the Borrower’s prior written consent; or
consent of the Agent (iiother than for assignments to any Lender or any Affiliate of any Lender) with prior written notice to the Borrowerand, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an no Event of Default has occurred and is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
(d) provided that , the consent of the Borrower (other than for assignments to an assignment any Lender, any Affiliate of any Lender or transfer by a Lender (if required) must any Approved Fund), each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to U.S. $5,000,000, except to the extent the assignment is of a Lender's entire Individual Commitment Amount. The Notwithstanding the foregoing, a Lender may assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such assignment. An assignment fee of U.S. $3,500 for each such assignment or transfer ten (10other than to an Affiliate) Business Days after will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, or assignment.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders may, at any time right to sell or assign, transfer in minimum portions of $[Redacted], such Lender’s Individual Commitment Amount under either Tranche to one or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) more financial institutions with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
(d) provided that the consent of the Borrower Agent, the Swing Line Lender and each Fronting Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers’ Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount under each Tranche in an aggregate principal amount at least equal to $[Redacted], except to the extent the assignment is of a Lender’s entire Individual Commitment Amount under the Credit Facility or under a particular Tranche. The Notwithstanding the foregoing, a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent, the Swing Line Lender, the Fronting Lenders or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or transfer ten (10) Business Days after assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, sale or assignment.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders may, at any time right to sell or assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part in minimum portions of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
$10,000,000 (a) so long as, and to the extent that any unless such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender between existing Lenders or an Affiliate consists of a Lender; and
(d) provided that 's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Borrower Agent, the Issuing Lender and the Swingline Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further that each continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $10,000,000. The Notwithstanding the foregoing, a Lender may sell or assign its Rateable Portion to an Affiliate thereof without the consent of the Agent or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate or transfer ten (10pursuant to the initial syndication) Business Days after will be payable to the Agent by the assignor Lender. In the event of such sale or assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, sale or assignment.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties Each Lender will have the right to sell or assign in minimum portions of $5,000,000 (with such Lender, where such sale or assignment is not of all of such Lender’s Individual Syndicated Facility Commitment Amount or Operating Facility Commitment Amount, as applicable, retaining an Individual Syndicated Facility Commitment Amount or Operating Facility Commitment Amount, as applicable, of at least $5,000,000) such Lender’s Individual Commitment Amount to one or more Persons acceptable to the Borrower and the Agent, acting reasonably, provided that at and after the time of the assignment, the Borrower acknowledge and agree that the Lenders may, at will not be under any time assign, transfer obligation to pay by way of withholding tax or otherwise dispose of, or offer or grant any interest in, the whole or any part greater amount (other than as a result of their participations a change in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(aBA Discount Rate) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as than it would have been under obliged to pay if it the Lender had originally been a Party to this Agreement;
(b) provided that the Finance Parties not made an assignment and the Borrower shall not be obliged to recognise assignor Lender and the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing assignee Lender shall be relieved of those obligations corresponding have entered into appropriate indemnity arrangements with respect to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction Bankers Acceptances outstanding as of the Qatar Central Bank or effective date of such assignment. An assignment fee of [REDACTED] for each such assignment (other applicable authority of the State of Qatar and is than to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
) will be payable to the Agent by the assigning Lender. In the event of such sale or assignment, the Borrower, the Agent and the other Lenders will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such sale or assignment, including an Assignment Agreement. Notwithstanding the foregoing, (da) provided that the minimum portion condition noted above shall not apply during an Event of Default which is continuing, (b) a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent or the Borrower (provided that, at and after the time of the assignment, the Borrower will not be under any obligation to pay by way of withholding tax or otherwise any greater amount (other than as a result of a change in the BA Discount Rate) than it would have been obliged to pay if the Lender had not made an assignment) and (c) no consent of the Borrower will be required if an assignment occurs during a Default or transfer by a Lender (Event of Default which is continuing or if required) must not be unreasonably withheld or delayed. The Borrower shall be deemed to have given its consent to any request for such assignment or transfer ten (10) Business Days after made between financial institutions who, at the Borrower is given notice of such request unless consent is expressly refused by the Borrower within that relevant time, are already Lenders.
Appears in 1 contract
Samples: Credit Agreement
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders mayright to sell or assign in minimum portions of $5,000,000, at any time assign, transfer such Lender’s Rateable Portion to one or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) more financial institutions with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
(d) provided that the consent of the Borrower Agent, the Swing Line Lender and the Fronting Lender and, if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers’ Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further, that each remaining Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000, except to the extent the assignment is of a Lender’s entire Individual Commitment Amount. The Notwithstanding the foregoing, a Lender may sell or assign its Rateable Portion to an Affiliate thereof without the consent of the Agent, the Swing Line Lender and the Fronting Lender or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender, other than in respect of an assignment by the Agent. In the event of such sale or transfer ten (10) Business Days after assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, sale or assignment.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties Each Lender may, with the consent of the Administrative Agent, which consent shall not be unreasonably withheld, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Commitments, Letters of Credit or participations therein, Loans or other obligations at the time owing to it and the Borrower acknowledge and agree that the Lenders may, at any time assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this AgreementNotes held by it); provided that:
(ai) so long aseach such assignment shall be of a constant, and to not a varying, percentage of all the extent that any such Lender (the Existing assigning Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders 's rights and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be obligations under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(bii) provided that if less than all of the Finance Parties assigning Lender's Commitments, Loans, Letters of Credit or participations therein and other Obligations of such assigning Lender hereunder is to be assigned, the Borrower portion so assigned shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferredless than $5,000,000;
(ciii) provided that a Lender may only transferthe parties to each such assignment shall execute and deliver to the Administrative Agent, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of for its participation acceptance and recording in the LoansRegister, its Tranche Commitments an Assignment and Acceptance in the form of Exhibit I attached hereto (an "Assignment and Acceptance"), together with any Note or any of its rights under this Agreement:Notes subject to such assignment;
(iiv) with such assignment shall not, without the Borrower’s prior written consent; or
(ii) with prior written notice to consent of the Borrower, if (A) such transfer, disposal, offer require the Borrower to file a registration statement with the Securities and Exchange Commission or grant is required by law apply to or by qualify the direction Loans or the Notes under the blue sky laws of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lenderany state; and
(dv) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that the consent of the Borrower to an no such fee shall be payable upon any assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayedto an Affiliate thereof. The Borrower Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be deemed to have given its consent to any request for such assignment or transfer ten at least five (105) Business Days after the Borrower is given notice execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such request unless consent is expressly refused by the Borrower within that timeassignment, be released from its obligations under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Planvista Corp)
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders may, at any time right to sell or assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part in minimum portions of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
$10,000,000 (a) so long as, and to the extent that any unless such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender between existing Lenders or an Affiliate consists of a Lender; and
(d) provided that 's entire Individual Commitment Amount under a Credit Facility), such Lender's Individual Commitment Amount under a Credit Facility to one or more financial institutions with the consent of the Borrower to an Agent and, in the case of a sale or assignment or transfer by a Revolving Lender, the consent of the Issuing Lender (and the Swingline Lender and, in all cases if required) must no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further that each continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $10,000,000. The Notwithstanding the foregoing, a Lender may sell or assign its Rateable Portion under any Credit Facility or to an Affiliate thereof without the consent of the Agent, the Issuing Lender, the Swingline Lender or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender. In the event of such sale or transfer ten (10) Business Days after assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, sale or assignment.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties Each Lender will have the right to sell or assign in minimum portions of $5,000,000 (with such Lender, where such sale or assignment is not of all of such Lender’s Individual Commitment Amount, retaining an Individual Commitment Amount under the Credit Facilities of at least $5,000,000), such Lender’s Individual Commitment Amount to one or more Lenders acceptable to the Borrower and the Agent, each acting reasonably, provided that at and after the time of the assignment, the Borrower acknowledge and agree that the Lenders may, at will not be under any time assign, transfer obligation to pay by way of Indemnified Taxes or Other Taxes or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as greater amount than it would have been under obliged to pay if it the Lender had originally been not made an assignment. A fee of [Redacted – Confidential] for each such sale assignment (other than to an affiliate of a Party Lender) will be payable to this Agreement;
(b) provided that the Finance Parties Agent by the selling or assigning Lender. In the event of such sale or assignment, the Borrower, the Agent and the other Lenders will execute and deliver all such agreements, documents and instruments as the Agent or Lenders may reasonably request to effect and recognize such sale or assignment, including an Assignment Agreement. Notwithstanding the foregoing, no consent of the Borrower shall not will be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph required if an assignment (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) occurs during an Event of Default which is continuing; , (b) is made between financial institutions who, at the relevant time, are already Lenders, or (Cc) such transfer or assignment is made by a Lender to another an Affiliate of the Lender or an Affiliate of a Lender; and
(d) provided that Approved Fund. In addition to the consent foregoing and prior to the Repayment of the Borrower to an Tranche B Facility, any sale or assignment or transfer by a Borrowing Base Lender (if required) must not be unreasonably withheld or delayed. The Borrower Tranche B Facility Lender of all or any portion of its Individual Tranche A Facility Commitment Amount, Operating Facility Commitment Amount or its Individual Tranche B Facility Commitment Amount in accordance with the foregoing shall be deemed to have given its consent to any request for such assignment require a corresponding sale or transfer ten (10) Business Days after assignment, as the Borrower is given notice case may be, on a pro rata basis, of such request unless consent is expressly refused Lender’s other Individual Tranche B Facility Commitment Amount or Individual Tranche A Facility Commitment Amount, as the case may be, to the assignee or purchaser thereof (and, in the case of any such sale or assignment by the Borrower within Tranche A Facility Lender that timeis also the Operating Lender, a corresponding sale or assignment, as the case may be, of its Individual Tranche A Facility Commitment Amount or its Operating Facility Commitment Amount so that, after giving effect to such sale or assignment, its Individual Commitment Amount is in the same proportion relative to the Commitment Amount of all of the Lenders immediately prior to giving effect to such sale or assignment).
Appears in 1 contract
Assignment by the Lenders. The Finance Parties Each Lender will have the right to sell or assign, in minimum portions of $10,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Agent and, in the case of a sale or assignment by a Lender, the consent of the Issuing Lender and the Swingline Lender and, in all cases if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower acknowledge will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and agree provided further that each continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $10,000,000. Notwithstanding the Lenders foregoing, a Lender may sell or assign its Rateable Portion to an Affiliate thereof without the consent of the Agent, the Issuing Lender, the Swingline Lender or the Borrower if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to pay if the Lender had not made such sale or assignment. An assignment fee of $5,000 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender. In the event of such sale or assignment, the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such syndication, participation, sale or assignment. Notwithstanding the foregoing, any Lender may, without the consent of the Borrower, the Agents, the Issuing Lender or the Swingline Lender, at any time assign, transfer pledge or otherwise dispose of, or offer or grant any interest in, the whole assign a Security Interest in all or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any portion of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice Agreement to the Borrowersecure obligations of such Lender, if (A) such transferincluding any pledge or assignment to secure obligations to a Federal Reserve Bank, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar central bank having jurisdiction over such Lender and is this Section 20.2 shall not apply to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) any such transfer pledge or assignment is to another Lender or an Affiliate of a LenderSecurity Interest; and
(d) provided that the consent no such pledge or assignment of the Borrower to an assignment or transfer by a Security Interest shall release a Lender (if required) must not be unreasonably withheld from any of its obligations hereunder or delayed. The Borrower shall be deemed to have given its consent to substitute any request such pledgee or assignee for such assignment or transfer ten (10) Business Days after the Borrower is given notice of such request unless consent is expressly refused by the Borrower within that timeLender as a party hereto.
Appears in 1 contract
Assignment by the Lenders. The Finance Parties Each Lender will have the right to sell or assign in minimum portions of $5,000,000 (with such Lender, where such sale or assignment is not of all of such Lender’s Individual Commitment Amount, as applicable, retaining an Individual Commitment Amount of at least $5,000,000) such Lender’s Individual Commitment Amount to one or more Persons acceptable to the Borrower and the Agent, acting reasonably, provided that at and after the time of the assignment, the Borrower acknowledge and agree that the Lenders may, at will not be under any time assign, transfer obligation to pay by way of withholding tax or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as greater amount than it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise pay if the New Lender as having rights against any had not made an assignment. An assignment fee of them until $3,500 for each such satisfactory Certificate of Transfer Undertaking referred assignment (other than to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
) will be payable to the Agent by the assigning Lender. In the event of such sale or assignment, the Borrower, the Agent and the other Lenders will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such sale or assignment, including an Assignment Agreement. Notwithstanding the foregoing, (da) provided that the minimum portion condition noted above shall not apply during an Event of Default which is continuing, (b) a Lender may sell or assign its Individual Commitment Amount to an Affiliate thereof without the consent of the Agent or the Borrower (provided that, at and after the time of the assignment, the Borrower will not be under any obligation to pay by way of withholding tax or otherwise any greater amount than it would have been obliged to pay if the Lender had not made an assignment) and (c) no consent of the Borrower will be required if an assignment occurs during a Default or transfer by a Lender (Event of Default which is continuing or if required) must not be unreasonably withheld or delayed. The Borrower shall be deemed to have given its consent to any request for such assignment or transfer ten (10) Business Days after made between financial institutions who, at the Borrower is given notice of such request unless consent is expressly refused by the Borrower within that relevant time., are already Lenders.
Appears in 1 contract
Samples: Credit Agreement
Assignment by the Lenders. The Finance Parties and the Borrower acknowledge and agree that the Lenders may, at any time assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
(d) provided that the consent of the Borrower to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed. The Borrower shall be deemed to have given its consent to any request for such assignment or transfer ten (10) Business Days after the Borrower is given notice of such request unless consent is expressly refused by the Borrower within that time.or
Appears in 1 contract
Samples: Facility Agreement
Assignment by the Lenders. The Finance Parties and the Borrower acknowledge and agree that the Lenders may, at any time assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part (i) each such assignment shall be of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long asa constant, and to not a varying, percentage of all the extent that any such Lender (the Existing assigning Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders 's rights and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be obligations under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(bii) provided that if less than all of the Finance Parties assigning Lender's Commitments, Loans, Letters of Credit or participations therein and other Obligations of such assigning Lender hereunder is to be assigned, the Borrower portion so assigned shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferredless than $2,000,000;
(ciii) provided that a Lender may only transferthe parties to each such assignment shall execute and deliver to the Administrative Agent, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of for its participation acceptance and recording in the LoansRegister, its Tranche Commitments an Assignment and Acceptance in the form of Exhibit D --------- attached hereto (an "Assignment and Acceptance"), together with any Note or any of its rights under this Agreement:------------------------- Notes subject to such assignment;
(iiv) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Borrower’s prior written consent; or
(ii) with prior written notice Securities and Exchange Commission or apply to or qualify the Borrower, if (A) such transfer, disposal, offer Loans or grant is required by law or by the direction Notes under the blue sky laws of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lenderany state; and
(dv) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that the consent of the Borrower to an no such fee shall be payable upon -------- any assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayedto an Affiliate thereof. The Borrower Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be deemed to have given its consent to any request for such assignment or transfer ten at least five (105) Business Days after the Borrower is given notice execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such request unless consent is expressly refused by the Borrower within that timeassignment, be released from its obligations under this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Planvista Corp)
Assignment by the Lenders. The Finance Parties and the Borrower acknowledge and agree that the Lenders may, at any time assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and Subject to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
(d) provided that the consent of the Borrower (such consent not to an assignment or transfer by a Lender (if required) must not be unreasonably withheld or delayed); provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay by way of withholding tax or otherwise any greater amount (other than any increase by operation of the definition of "BA Discount Rate") than it would have been obliged to pay if the Lender had not made an assignment, each Lender will have the right to sell or assign, (i) in the case of the Syndicated Facility, in minimum portions of the lesser of all of such Lender's Individual Syndicated Facility Commitment Amount and Cdn.$5,000,000 (with such Lender, where such sale or assignment is not of all of such Xxxxxx's Individual Syndicated Facility Commitment Amount under the Syndicated Facility, retaining an Individual Syndicated Facility Commitment Amount under the Syndicated Facility of at least Cdn.$5,000,000), such Xxxxxx's Individual Syndicated Facility Commitment Amount, and (ii) in the case of the Operating Facility, the Operating Facility Lender's Operating Facility Commitment Amount, in each case, to one or more Lenders acceptable to the Agent, acting reasonably, provided that any assignment of the Operating Facility Commitment Amount must be an assignment of no less than 100% of the Operating Facility Commitment Amount. The Borrower Each such assigning Lender shall be deemed to have given also assign its consent to any request pro rata interest in the Credit Facility in which it is a Lender upon each assignment. An assignment fee of Cdn.$5,000 for each such assignment (other than to an Affiliate of a Lender or transfer ten (10to another Lender) Business Days after will be payable to the Agent by the assigning Lender. In the event of such sale or assignment, the Borrower, the Agent and the other Lenders will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to effect and recognize such sale or assignment, including an Assignment. Notwithstanding the foregoing, no consent of the Borrower will be required if an assignment occurs during an Event of Default which is given notice of such request unless consent is expressly refused by the Borrower within that timecontinuing.
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Samples: Credit Agreement
Assignment by the Lenders. The Finance Parties and Each Lender will have the Borrower acknowledge and agree that the Lenders may, at any time right to sell or assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part in minimum portions of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
$10,000,000 (a) so long as, and to the extent that any unless such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall be under the same obligations (matching the rights assigned or transferred) towards the Facility Agent, the Lenders and the Borrower as it would have been under if it had originally been a Party to this Agreement;
(b) provided that the Finance Parties and the Borrower shall not be obliged to recognise the New Lender as having rights against any of them until such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned or transferred;
(c) provided that a Lender may only transfer, assign or otherwise dispose of, or offer or grant any interest in, the whole or any part of its participation in the Loans, its Tranche Commitments or any of its rights under this Agreement:
(i) with the Borrower’s prior written consent; or
(ii) with prior written notice to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or by the direction of the Qatar Central Bank or other applicable authority of the State of Qatar and is to a bank or financial institution established in, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender between existing Lenders or an Affiliate consists of a Lender; and
(d) provided that 's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Borrower to an Agent and, in the case of a sale or assignment or transfer by a Lender, the consent of the Issuing Lender (and the Swingline Lender and, in all cases if required) must no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount (other than the Discount Rate for Bankers' Acceptances) than it would have been obliged to pay if the Lender had not made an assignment and provided further that each continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $10,000,000. The Notwithstanding the foregoing, a Lender may sell or assign its Rateable Portion or to an Affiliate thereof without the consent of the Agent, the Issuing Lender, the Swingline Lender or the Borrower shall if (a) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (b) the Borrower will not be deemed under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have given its consent been obliged to any request pay if the Lender had not made such sale or assignment. An assignment fee of $3,500 for each such assignment (other than to an Affiliate) will be payable to the Agent by the assignor Lender. In the event of such sale or transfer ten (10) Business Days after assignment, the Borrower is given notice of will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request unless consent is expressly refused by the Borrower within that timeto effect and recognize such syndication, participation, sale or assignment.
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Assignment by the Lenders. The Finance Parties Each Lender will have the right to sell or assign, in minimum portions of $5,000,000 (unless such assignment is between existing Lenders or consists of a Lender's entire Individual Commitment Amount), such Lender's Individual Commitment Amount to one or more financial institutions with the consent of the Agent and, in all cases if no Event of Default has occurred and is continuing, the consent of the Borrower, each such consent not to be unreasonably withheld or delayed, and further provided that at and after the time of the assignment, the Borrower acknowledge and agree that the Lenders may, at any time assign, transfer or otherwise dispose of, or offer or grant any interest in, the whole or any part of their participations in the Loans, their Tranche Commitments or any of their respective rights under this Agreement:
(a) so long as, and to the extent that any such Lender (the Existing Lender) assigns, transfers or otherwise disposes of any interest or rights, the assignee or transferee (the New Lender) provides a satisfactory Certificate of Transfer Undertaking (as conclusively determined by the Facility Agent) to the Administrative Agents, the Lenders and the Borrower that it shall be bound by the terms and conditions of this Agreement and the other Finance Documents and shall will not be under the same obligations (matching the rights assigned any obligation to pay, by way of withholding tax or transferred) towards the Facility Agentotherwise, the Lenders and the Borrower as any greater amount than it would have been under obliged to pay if it the Lender had originally been not made an assignment and provided further that each continuing Lender will at all times maintain an Individual Commitment Amount in an aggregate principal amount at least equal to $5,000,000. Notwithstanding the foregoing, (a) a Party Lender may sell or assign its Rateable Portion to this Agreement;
an existing Lender without the consent of the Agent or the Borrower, (b) provided that a Lender may sell or assign its Rateable Portion to an Affiliate thereof or an Approved Fund without the Finance Parties and consent of the Agent or the Borrower shall if (i) such Lender remains liable for its obligations under the Documents notwithstanding such sale or assignment, and (ii) the Borrower will not be under any obligation to pay, by way of withholding tax or otherwise, any greater amount than it would have been obliged to recognise pay if the New Lender as having rights against any of them until had not made such satisfactory Certificate of Transfer Undertaking referred to in paragraph (a) is obtained from the New Lender whereupon the Existing Lender shall be relieved of those obligations corresponding to the rights so assigned sale or transferred;
assignment; and (c) provided that a Lender may only transfer, at any time pledge or assign or otherwise dispose of, or offer or grant any a security interest in, the whole in all or any part of its participation in the Loans, its Tranche Commitments or any portion of its rights under this Agreement:
Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 20.2 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. An assignment fee of $3,500 for each such assignment (iother than to an Affiliate) with the Borrower’s prior written consent; or
(ii) with prior written notice will be payable to the Borrower, if (A) such transfer, disposal, offer or grant is required by law or Agent by the direction assignor Lender. In the event of the Qatar Central Bank such sale or other applicable authority of the State of Qatar and is to a bank or financial institution established inassignment, and with its principal place of business in, Qatar; (B) an Event of Default is continuing; or (C) such transfer or assignment is to another Lender or an Affiliate of a Lender; and
(d) provided that the consent of the Borrower will execute and deliver all such agreements, documents and instruments as the Agent or Lender may reasonably request to an assignment effect and recognize such syndication, participation, sale or transfer by a Lender (if required) must not be unreasonably withheld or delayed. The Borrower shall be deemed to have given its consent to any request for such assignment or transfer ten (10) Business Days after the Borrower is given notice of such request unless consent is expressly refused by the Borrower within that timeassignment.
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