Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.06 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Term Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Term Loans owing to it to the Borrower on a non-pro rata basis subject to the following limitations:
(i) The Borrower may conduct one or more modified Dutch auctions (each, an “Auction”) to repurchase all or any portion of the Term Loans, provided that, (A) notice of the Auction shall be made to all Term Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 10.06(f) and the Auction Procedures set forth on Exhibit J and are otherwise reasonably acceptable to Borrower, the Auction Manager, and the Administrative Agent;
(ii) With respect to all repurchases made by the Borrower pursuant to this Section 10.06(f), (A) Borrower shall deliver to the Auction Manager a certificate of an Responsible Officer stating that (1) no Default or Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Affiliate Assignment Agreement, it is not in possession of any information regarding Borrower, its Subsidiaries or its Affiliates, or their assets, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Affiliate Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Lenders and (B) the assigning Lender and the Borrower shall execute and deliver to the Auction Manager and the Administrative Agent an Affiliate Assignment Agreement;
(iii) Following any repurchase by the Borrower pursuant to this Section 10.06(f), the Term Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, auth...
Assignments to Borrower. No such assignment shall be made (v) to Parent, Borrower or any Affiliate or Subsidiary of Parent or Borrower; provided that (x) purchases by the Borrower shall be permitted in accordance with Section 2.16 and (y) any Lender may, at any time, assign all or a portion of its Loans to Borrower pursuant to open market purchases pursuant to Section 11.06(l).
Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 10.6 or any other provision of this Agreement, so long as (i) the sum of (x) Unrestricted Cash included in the balance sheet of Borrower and its Subsidiaries on a Deconsolidated Basis as of such date plus (y) the Availability Amount (as defined under the SVB Credit Agreement as of the date hereof) as of such date plus (z) the aggregate amount then available to be drawn as of such date under revolving credit facilities permitted under Section 6.1(e) of this Agreement shall equal or exceed $15,000,000 in the aggregate and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Loan Commitment or Loans owing to it to Borrower on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Loan Commitments), subject to the following limitations:
Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 14.3 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Loans owing to it to Borrower on a non-pro rata basis (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments), through, at Borrower’s option, either (x) one or more modified Dutch auctions conducted by Borrower (each, an “Auction”) to repurchase all or any portion of the Loans or (y) repurchases of all or any portion of the Loans by Borrower through non-Auction repurchases, in each case subject to the following additional limitations:
(a) In the case of an Auction, (A) notice of the Auction shall be made to all Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with this Section 14.3.6 and the Auction Procedures set forth on Exhibit D and are otherwise reasonably acceptable to Borrower, the Auction Manager and Administrative Agent;
(b) With respect to all repurchases made by Borrower pursuant to this Section 14.3.6,
Assignments to Borrower. Notwithstanding anything to the contrary contained herein, any Lender may sell, transfer and assign all or any portion of its Term Loan to any Borrower, but only if any such Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by such Borrower; provided that each Term Lender shall have the right to sell, transfer and assign, in its sole discretion, on a pro rata basis, the amount of its Term Loan Percentage in such Applicable Loans. Agent will not consent to such assignment unless it has notified each Term Lender, as applicable, of such proposed assignment to any Borrower and given such Lender at least three (3) Business Days to decide whether it will participate in such assignment.
Assignments to Borrower. Lender shall have received satisfactory evidence, in the Lender’s sole discretion, of (i) the assignment of (A) the PHA from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the PHA, (B) any Transportation Agreements from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under such Transportation Agreements, (C) the Cxxxxx Joint Operating Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the Cxxxxx Joint Operating Agreement, (D) the Well Log Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the Well Log Agreement, (E) the Design Study Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the Design Study Agreement, (F) the Little Gem Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the Little Gem Agreement, and (G) the BP Settlement Agreement from Cxxxxx Operating to the Borrower, including, without limitation, the assignment of all right, title and interest under the BP Settlement Agreement, and (ii) any consents required in connection with such assignments.
Assignments to Borrower. Notwithstanding anything to the contrary contained in this Section 9.04 or any other provision of this Agreement, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Loans, owing to it to Borrower or any of its Subsidiaries on a non-pro rata basis, subject to the following limitations:
Assignments to Borrower. The Bank shall have received, reviewed and approved all assignments of the Oil and Gas Properties to the Borrower by the debtors in the Bankruptcy Case, such assignments being free of liens and encumbrances of any kind as described in the Bankruptcy Court approved orders, approvals and consents in the Bankruptcy Case.
Assignments to Borrower. Notwithstanding anything to the contrary herein, any Lender may assign its Term Loans to Borrower through open market purchases on a non-pro rata basis; provided that
(i) no Default or Event of Default has occurred and is continuing or would exist immediately after giving effect to such assignment,
(ii) no Revolving Loans are then outstanding, and there are no drawings under Letters of Credit that have not been reimbursed by or on behalf of Borrower,
(iii) the principal amount of such Term Loans assigned to Borrower, along with all accrued and unpaid interest thereon, shall be deemed automatically cancelled and extinguished on the date of such assignment, and
(iv) at the time of such assignment, Borrower and the applicable Lender shall enter into a Borrower Assignment Agreement. Any such assignment and related cancellation and extinguishment shall reduce the aggregate outstanding principal amount of Term Loans by the principal amount of Term Loans so cancelled and extinguished. Borrower shall promptly provide notice to the Administrative Agent of such assignment, cancellation and extinguishment, and such cancellation and extinguishment shall be reflected on the Register.
Assignments to Borrower. Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its B Term Loans to the Borrower; provided that: [[NYCORP:3664832v12::08/15/2017--08:07 PM]]
(A) (x) such assignment is made pursuant to a Dutch auction open to all Lenders holding B Term Loans on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Agent or (y) such assignment is made as an open market purchase on a non-pro rata basis and the aggregate amount of all such open market purchases does not exceed $100,000,000;
(B) no Default or Event of Default has occurred and is continuing or would result therefrom;
(C) any B Term Loans assigned to the Borrower acting in accordance with this Section 9.07(b)(v) shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder; and
(D) the Borrower may not use the proceeds from any Revolving Credit Loans (as defined in the Leidos Credit Agreement) to purchase any B Term Loans.
