ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that:
(i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii).
(ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement.
(iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.00.
ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1
(a) to the Existing Credit Agreement pursuant to Subpart 2.1. The Existing Lender hereby represents and warrants that it is the lawful owner of the interests being assigned hereby, free and clear of any adverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement on March 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document ...
ASSIGNMENTS AND ASSUMPTIONS. At Closing, Sellers shall sell, transfer, convey and assign to Buyers, and Buyers shall purchase, receive and assume from Sellers, all of Sellers’ rights, title to, interests in and liabilities and obligations in connection with the Producing Properties, effective as of the Effective Date.
ASSIGNMENTS AND ASSUMPTIONS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to one or more Eligible Assignees (in this Section 16.1(a), each an “Assignee Lender”) in accordance with the provisions of subsection (c) of this Section, (ii) by way of participation in accordance with the provisions of Section 16.3, (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 16.5, or (iv) to an SPC in accordance with the provisions of Section 16.7.
(b) Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the Parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent, the Issuer, and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
ASSIGNMENTS AND ASSUMPTIONS. (i) Subject to the conditions set forth in paragraph (c)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Authority, provided that the Authority shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Authority shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and
(B) the Administrative Agent.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than unless each of the Authority and the Administrative Agent otherwise consent, provided that no such consent of the Authority shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of ; and
(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Authority and its Related Parties or its re...
ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Commitment) and the same portion of the Loans at the time owing to it, and of the Note held by the Assigning Revolving Credit Lender, PROVIDED THAT: (i) The Administrative Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any Assigning Revolving Credit Lender's having a Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii).
ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Lender (in this Section 18.1, an “Assigning Lender”) may assign to one or more Eligible Assignees (in this Section 18.1, each an “Assignee Lender”) all or a portion of that Lender’s interests, rights and obligations under this Agreement and the other Loan Documents (including, all or a portion of its Dollar Commitment) and the same portion of the loans at the time owing to it, and of the note (if any) held by the Assigning Lender, provided that,
(i) Each of the Agent and (so long as no Event of Default exists and is continuing) the Borrower shall have given its prior written consent to such assignment, each which consent shall not be unreasonably withheld, but need not be given, in the case of the Agent, if the proposed assignment would result in any resulting Lender’s having a Dollar Commitment of less than the “minimum hold” amount specified in Section 18.1(a)(iii).
(ii) Each such assignment shall be of a constant, and not a varying, percentage of all the rights and obligations under this Agreement of Assigning Lenders that are Lenders.
(iii) Following the effectiveness of such assignment, the Lender’s Dollar Commitment of the Assigning Lender that is a Lender (if not an assignment of all of such Lender’s Dollar Commitment) shall not be less than $10,000,000.00 (i.e., the “minimum hold”).
ASSIGNMENTS AND ASSUMPTIONS. Assignor hereby assigns and transfers to Assignee all of its right, title and interest in and to the Change in Control Agreement, including all liabilities and obligations thereunder, and Assignee hereby accepts such assignment and assumes all liabilities and obligations of Assignor under such Change in Control Agreement and agrees to perform all duties and obligations of Assignor thereunder. Notwithstanding the foregoing, Assignor agrees to remain liable for any liabilities and obligations of Assignor and Assignee under the Change in Control Agreement to the extent that Assignee does not perform its obligations thereunder. Executive hereby consents to such assignment and assumption on the terms and conditions provided herein. Except as expressly provided herein, the Change in Control Agreement is unchanged and remains in full force and effect.
ASSIGNMENTS AND ASSUMPTIONS. Except as provided herein, each Revolving Credit Lender (in this Section 16-l(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 16-1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that:
ASSIGNMENTS AND ASSUMPTIONS. The Lenders hereby agree among --------------------------- themselves (and each of the Loan Parties hereby consents to such agreement) that, concurrently with the Third Restatement Date, there shall be deemed to have occurred assignments and assumptions with respect to the Debt, Liens, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, the Commitments, the Loans and the Letters of Credit) such that, after giving effect to such assignments and assumptions, the Commitments and the outstanding Loans and Letters of Credit of each of the Lenders are as stated in this Agreement, and the Lenders hereby make such assignments and assumptions. The Lenders shall make all appropriate payments and adjustments among themselves to effectuate the appropriate purchase price for and other amounts payable with respect to such assignments and assumptions.
