Assignments by the Purchasers Sample Clauses

Assignments by the Purchasers. (i) Any Purchaser may, at any time, assign any of its rights and obligations hereunder or interests herein to any Person pursuant to an Assignment Agreement substantially in the form of Exhibit 14.02(b) hereto (each, an “Assignment Agreement”) with any changes as have been approved by the parties thereto; provided that (A) any assignment shall be an assignment of an identical percentage of the assignor Purchaser’s Capital Investment and its Commitment hereunder; (B) any assignment shall not be less than the lesser of $5,000,000 or 100% of the assignor Purchaser’s Capital Investment and Commitment hereunder; (C) so long as no Termination Event has occurred and is then continuing, such assignment is subject to the prior writ ten consent of MRFC as to the assignee Purchaser (which consent will not be unreasonably withheld or delayed and which consent rights shall not apply if such assignee Purchaser is a Purchaser or an Affiliate of any Purchaser); (D) the at all times, such assignment is subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed if the assignment is to a Qualified Assignee), and (E) such assignment includes a payment to the Administrative Agent of an assignment fee of $3,500. Any such assignee Purchaser may further assign at any time its rights and obligations hereunder or interests herein (including any rights it may have in and to the Purchaser Interests and the MRFC Collateral and any rights it may have to exercise remedies hereunder), in each case without the consent of the Originator or the Servicers but subject to the requirements of this Transfer Agreement. Upon execution and delivery to the Administrative Agent of the Assignment Agreement, and payment by the assignee Purchaser to the assignor Purchaser of the agreed purchase price, if any, to the extent of such assignment such assignor Purchaser shall be released from its future obligations hereunder and, as applicable, under the relevant Related Documents, and such assignee Purchaser shall for all purposes be a Purchaser, as applicable, and shall have all the rights and obligations of such a Purchaser hereunder to the same extent as if it were an original party hereto. MRFC acknowledges and agrees that, upon any such assignment, the assignee Purchaser thereof may enforce directly, without joinder of any Purchaser, all of the obligations of MRFC hereunder. Any Assignment Agreement shall be an amendment hereof only to the extent necess...
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Assignments by the Purchasers. If there is an Event of Default under the Note Purchase Agreement, the Purchasers may (i) exercise Sellers rights under the Power Purchase Agreement, or (ii) assign or sublease any or all of Seller’s rights, title and interest in, to and under the Power Purchase Agreement and the Facilities to any third party (or parties), as long as such third party:
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Assignments by the Purchasers. 29 11.3 Participations.................................................. 29 11.4 Information..................................................... 29
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Assignments by the Purchasers. The Purchasers may assign all or any portion of the Notes without the prior consent of Borrower; provided, however, that for as long as no Default or Event of Default has occurred and is continuing, a Purchaser may only assign a portion the Notes then held by it if the principal amount being assigned is equal to or greater than $1,000,000 (it being understood that a Purchaser may assign the remaining principal amount of the Notes then held by such Purchaser if the amount thereof is less than $1,000,000).
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Related to Assignments by the Purchasers

  • Assignments by the Lenders (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver or cause to be delivered the following to the Company:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Assignments and transfers by the Lenders Subject to this Clause 23, a Lender (the “Existing Lender”) may:

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:

  • Closing Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

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