Common use of Assignments; Amendments Clause in Contracts

Assignments; Amendments. This Commitment Letter may not be assigned by you without the prior written consent of the Commitment Parties (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto and, except as set forth in Annex A hereto, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Each of the Commitment Parties may assign its commitments and agreements hereunder, in whole or in part, to any of its affiliates (provided that such affiliates agree to abide by the confidentiality provisions of Section 7 of this Commitment Letter) and, as provided above, to any Lender prior to the Closing Date; provided that any assignment by a Commitment Party to any potential Lender made prior to the Closing Date shall not relieve such Commitment Party of its obligations set forth herein to fund that portion of the commitments so assigned. Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BIOVAIL Corp), Agreement and Plan of Merger (Valeant Pharmaceuticals International)

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Assignments; Amendments. This Commitment Fee and Syndication Letter may not be assigned by you any party hereto without the prior written consent of the Commitment Parties each other party hereto (not to be unreasonably withheld) (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto and, except as set forth above in Annex A heretorespect of indemnified persons, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Each of the Commitment Parties Initial Financing Party may assign its commitments and agreements hereunder, in whole or in part, to (i) any of its affiliates or (provided that such affiliates agree to abide by the confidentiality provisions of Section 7 of this Commitment Letterii) and, as provided above, to any Lender prior other person subject to the Closing Date; provided that any assignment by a Commitment Party to any potential Lender made prior to the Closing Date shall not relieve such Commitment Party of its obligations set forth herein to fund that portion consent of the commitments so assignedBorrower. Neither this Commitment Letter nor the This Fee and Syndication Letter may be not amended or nor any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or theretohereto. For the purposes of Section 10.6 of the Bridge Loan Agreement, the Borrower hereby consents to assignments of Commitments between Xxxxxxx Xxxxx and GS Lending Partners.

Appears in 2 contracts

Samples: www.marshmclennan.com, www.jlt.com

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