ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may at any time (and at its own cost) assign or transfer all or any of its rights and benefits hereunder.
ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 Any Bank may, at any time, assign all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 all or any of its rights, benefits and obligations to a person subject to the prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed provided that it is understood that such consent may be withheld in relation to a bank or financial institution whose primary business is similar to or in direct competition with that of the Group or where the Borrower reasonably considers that the credit-worthiness of the transferee bank is substantially below that of the transferor bank and provided further that the Borrower will be deemed to have given its consent ten business days after a Bank has requested it unless such consent is expressly refused by the Borrower within that time). Unless the Borrower and the Agent agree otherwise, any partial assignment, transfer or novation must be a minimum Commitment amount of £10,000,000 and an integral multiple of £1,000,000.
33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent, the Arrangers and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent, the Arrangers and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto.
33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent:
33.3.1 to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, such Bank and the other parties hereto at such time shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obli...
ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 all or any of its rights, benefits and obligations subject to the Principal Sponsor's consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act 0000, xx (ii) another bank or financial institution to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxes.
33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent and the other Banks that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Bank, the Agent and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto.
33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent:
(i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONS");
(iii) the Agent, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired ...
ASSIGNMENTS AND TRANSFERS BY BANKS. Subject to obtaining the prior written consent of the Account Party (such consent not to be unreasonably withheld or delayed), any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 26.5 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution, provided that:
26.3.1 no such assignment or transfer of the whole or any part of the Commitment may be made unless it is to an Approved Credit Institution; and
26.3.2 the Account Party's consent is not required if such assignment or transfer is:
(a) to any subsidiary or holding company, or to any subsidiary of any holding company, of such Bank; or
(b) to any other Bank.
ASSIGNMENTS AND TRANSFERS BY BANKS. Subject to Clause 29.8 (Conditions of assignment or transfer) and obtaining the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 29.7 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution or to a trust fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets, provided that:
29.5.1 the Borrower’s consent is not required if such assignment or transfer is:
(a) to any subsidiary, holding company or Affiliate of such Bank; or
(b) to any other Bank;
29.5.2 no assignment shall be effective until the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a new Bank has been completed. The Agent shall promptly notify the Banks and the new Bank of the completion of such “know your customer” checks; and
29.5.3 the Agent shall only be obliged to execute a Transfer Certificate delivered to it by any Bank and a Transferee once it is satisfied it has complied with all necessary “know your customer” or similar other checks under all applicable laws and regulations in relation to the transfer to such Transferee.
ASSIGNMENTS AND TRANSFERS BY BANKS. 32.3.1 Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 32.5 (TRANSFERS BY BANKS) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution.
32.3.2 The consent of USPE is required for an assignment or transfer by a Bank unless the assignment or transfer is:
(a) to another Bank; or
(b) to any subsidiary or holding company (or to any subsidiary of any holding company) of the transferring Bank if such subsidiary or holding company is a Qualifying Bank; or
(c) made in connection with syndication of the Facilities.
32.3.3 USPE's consent must not be unreasonably withheld.
32.3.4 USPE may withhold its consent if an assignment or transfer would result in an Obligor being liable to pay an additional amount pursuant to Clause 11 (TAXES) or Clause 13 (INCREASED COSTS).
ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may, at any time, assign all or any of its rights and benefits hereunder or transfer in accordance with Section 13.05 all or any of its rights, benefits and obligations hereunder subject, in either case, to the consent of the Company such consent not to be unreasonably withheld which consent shall be deemed to have been given if no objection is made by the Company to any proposed assignment or transfer within 10 Business Days of the Company having notice thereof.
ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 32.5 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution, PROVIDED THAT no such assignment or transfer may be made without prior consultation with the Parent, except in the case of any such assignment or transfer:
32.3.1 to any subsidiary or holding company, or to any subsidiary of any holding company, of such Bank; or
32.3.2 to any other Bank or any subsidiary or holding company, or to any subsidiary of any holding company, of any other Bank; or
32.3.3 when an Event of Default has occurred which is continuing. Any such assignment, transfer or novation of a Bank's Commitment may be made in respect of an amount of not less than (pounds sterling)1,000,000.
ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may at any time (and at its own cost) assign to any bank or financial institution all or any of its rights and benefits hereunder or transfer to any bank or financial institution in accordance with Clause 26.5 (Transfers by Banks) all or any of its rights, benefits and obligations hereunder Provided that:
(i) (save in the case of an assignment or transfer to any subsidiary or holding company, or to any subsidiary of any holding company, of such Bank or to another Bank) no such assignment or transfer may be made without the prior written approval of the Borrower, such approval not to be unreasonably withheld or delayed;
(ii) no Bank shall be entitled to effect any such assignment or transfer (otherwise than with the prior written approval of the Obligors) if as a result thereof (and as at the date thereof) an Obligor would be obliged to make a payment to the assignee or transferee which it would not have been obliged to make to such Bank or which is greater than the payment it would have been obliged to make to the assignor or transferor;
(iii) no Bank party hereto as at the Original Facility Date shall be entitled to assign or transfer any of its rights and benefits hereunder to more than one other bank or financial institution.
ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 34.5 (TRANSFERS BY BANKS) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution.
