Assignments or Transfers by Lenders Sample Clauses

Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Relevant Finance Documents in accordance with Clause 37.6 (Assignments) or transfer all or any of its rights, benefits and obligations under the Relevant Finance Documents to another 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 (a “New Lender”) in accordance with Clause 37.7 (Transfer Deed) provided that: (i) the prior consent of the Company is received in respect of any assignment or transfer, such consent not to be unreasonably withheld, provided that: (A) such consent shall be deemed to have been given if not declined in writing within 10 Business Days of a written request by any Lender to the Company; (B) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate) which is a Qualifying UK Lender; and (C) no consent shall be required in the case of any assignment or transfer to any New Lender at any time after the occurrence of a Major Event of Default which is continuing; and (ii) the New Lender makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer Deed. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggregate participation of at least £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in ...
Sample 1Sample 2Sample 3See All (15)
AutoNDA by SimpleDocs
Assignments or Transfers by Lenders. (a) Any Lender may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 37.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Finance Documents in accordance with Clause 37.5 (Transfer Deed) provided that: (i) the prior consultation of the Company shall be required in respect of any assignment or transfer arising prior to the achievement of Successful Syndication; (ii) the prior consent of the Company is received in respect of any assignment or transfer after the achievement of a Successful Syndication, such consent not to be unreasonably withheld, provided that: (A) such consent shall be deemed to have been given if not declined in writing within 10 Business Days of a written request by any Lender to the Company; (B) no consent shall be required in the case of any assignment or transfer by a Lender to its Affiliate (or in the case of any Lender which constitutes a fund advised and/or managed by a common entity or an Affiliate thereof, to any other fund managed by such common entity or Affiliate) which is either a Qualifying UK Lender (in the case of a participation to a UK Borrower) or a US Accession Lender (in the case of a participation to the US Borrower); and (C) no consent shall be required in the case of any assignment or transfer to any third party at any time after the occurrence of a Major Event of Default which is continuing; and (iii) the proposed Transferee makes one of the representations set out in paragraph 8 of the Transfer Deed and provides the Company with the information required under paragraph 9 of the Transfer Deed. (b) No Lender shall be entitled to: (i) effect any assignment or transfer: (A) in respect of any portion of its Commitment and/or Outstandings under any individual Facility in an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case of participations in Advances denominated in Sterling, Dollars or Euro respectively) (or its equivalent as at the date of such assignment or transfer); (B) which would result in it or the proposed assignee or transferee holding an aggregate participation of more than zero but less than £5,000,000 (or its equivalent as at the date of such assignment or transfer) in the Facilities, save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which customarily participates in the institutional market which would result in such entity holding an aggre...
Sample 1
Assignments or Transfers by Lenders. Any Lender may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 37.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Finance Documents in accordance with Clause 37.5 (Transfer Deed) provided that:
Sample 1Sample 2
Assignments or Transfers by Lenders. Any Lender may, at any time and at its own cost, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 31.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Finance Documents in accordance with Clause 31.5 (Transfer Certificate) provided that such assignment or transfer: (a) is the subject of the prior approval of the Borrowers (which approval shall not be unreasonably withheld); and (b) the principal amount to be assigned or transferred by the relevant Lender: (i) is at least US$5,000,000; and (ii) consists of Tranche A Commitment and Tranche B Commitment (in each case, if any) which corresponds pro rata to such Lender’s respective participation in the Tranche A Commitments and Tranche B Commitments of all the Lenders, as applicable immediately prior to such assignment or transfer.
Sample 1
Assignments or Transfers by Lenders a) Subject to this Clause 30.3, a Lender may assign (abtreten) or pledge (verpfänden) any of its rights or transfer any of its rights and obligations under the Finance Documents to any bank, financial institution or person regularly engaged in or established for the purpose of making or investing in loans or other financial assets in close consultation with the Company prior to such assignment or transfer unless such assignment, pledge or transfer is to another Lender or any Affiliate of any Lender or following the occurrence of an Event of Default or Potential Event of Default which is continuing or such pledge is to the European Central Bank for refinancing purposes. Any such assignment, pledge or transfer shall be in a minimum amount of USD 5,000,000, unless all of that Lender’s Commitment and participation is assigned, pledged or transferred. However with respect to a Borrower incorporated in the Netherlands, any transfer or assignment must at least include an assignment or transfer of a Loan in a minimum amount of EUR 50,000 (or its equivalent in other currencies) or if less, the assignee or transferee must confirm in writing to such Borrower that it qualifies as a professional market party within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht), as amended, restated or supplemented from time to time. b) An assignment or pledge shall only be effective on (i) receipt by the Agent of written confirmation from the assignee or, as the case may be, pledgee (in form and substance satisfactory to the Agent) that it will assume the same obligations to the other Finance Parties as it would have been under if it had been an original party to the Finance Documents as a Lender and (ii) the Agent being satisfied as set out in paragraph f) below. c) A transfer shall only be effective once (i) the procedure set out in Clause 30.4 (Procedure for Transfer) is complied with and (ii) the Agent is satisfied as set out in paragraph e) below. d) Each assignee, pledgee (other than the European Central Bank) and Transferee shall, on the date upon which the assignment, pledge or transfer becomes effective, pay to the Agent (for its own account) a fee of USD 3,500. e) An assignment, pledge or transfer will only be effective once the Agent is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws in relation to such assignment, pledge or transfer and the Agent shall promptly notify each re...
Sample 1
Assignments or Transfers by Lenders of the Original Facility Agreement in respect of the transfers by assumption effected pursuant to this Agreement.
Sample 1
Assignments or Transfers by Lenders. (a) Subject to this Clause 31, a Lender (the "Existing Lender") may: (i) assign any of its rights; or (ii) transfer by novation any of its rights and obligations, under any Finance Document to any person (the "New Lender").
Sample 1
AutoNDA by SimpleDocs
Assignments or Transfers by Lenders. Any Lender may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 34.4 (Assignments) or transfer all or any of its rights, benefits and obligations under the Finance Documents in accordance with Clause 34.5 (Transfer Certificate) without the consent of any other party save that: (a) in the absence of any Default, any such assignment or transfer shall be subject to the prior consent of the Borrower (such consent not to be unreasonably withheld or delayed); and (b) such assignment or transfer shall be in respect of a principal amount of the Facility of at least $5,000,000.
Sample 1

Related to Assignments or Transfers by Lenders

  • Assignments and transfers by the Lenders Subject to this Clause 23, a Lender (the “Existing Lender”) may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another 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 (the “New Lender”).

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Transfers by Banks Any Bank (the “Transferor Bank”) may at any time cause all or any part of its rights, benefits and/or obligations under this Agreement and the Security Documents to be transferred to any other bank or financial institution (a “Transferee Bank”) by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. No such transfer is binding on, or effective in relation to, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate: 15.3.1 a Transfer Certificate may be in respect of a Bank’s rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution; 15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Bank in its capacity as a Bank and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement; 15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrowers had against the Transferor Bank; (b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Bank becomes a Bank with a Contribution and/or a Commitment of the amounts specified in the Transfer Certificate; (d) the Transferee Bank becomes bound by all the provisions of this Agreement and the Security Documents which are applicable to the Banks generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Arranger, the Agent and the Security Agent and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of any Security Party against the Transferor Bank had not existed; and (f) the Transferee Bank becomes entitled to all the rights under this Agreement which are applicable to the Banks generally, including but not limited to those relating to the Majority Banks and those under clauses 3.6, 5 and 12 and to the extent that the Transferee Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled to them; 15.3.4 the rights and equities of the Borrowers or of any other Security Party referred to above include, but are not limited to, any right of set-off and any other kind of cross-claim; and 15.3.5 the Borrowers, the Account Bank, the Security Agent, the Arranger, the Swap Providers and the Banks hereby irrevocably authorise and instruct the Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Agent shall notify the Borrowers, the Transferor Bank and the Transferee Bank.

  • Assignments by Lenders Any Lender may at any time assign to one or more assignees 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); provided that any such assignment shall be subject to the following conditions:

  • Assignments by Lender Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any time. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • Assignments and Transfers 18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that OneTone is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations. Notwithstanding anything to the contrary in this Section, OneTone shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) OneTone pays all bills, past due and current, under this Agreement, or (2) OneTone’s assignee expressly assumes liability for payment of such bills. 18.2 In the event that OneTone desires to transfer any services hereunder to another provider of Telecommunications Service, or OneTone desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments by Banks Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan of the assigning Bank 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower 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 (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!