Common use of Binding Effect; Assignments Clause in Contracts

Binding Effect; Assignments. The rights and obligations of this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing expressed or implied herein shall be construed to give any other Person any legal or equitable rights hereunder. Except as expressly provided herein, the rights and obligations of this Agreement may not be assigned or delegated by any Party without the prior written consent of the other Party. Notwithstanding the foregoing sentence, Buyer may, upon reasonable advance notice to the Sellers, (i) assign to any one or more of its Affiliates, any of its rights or obligations under this Agreement, in whole or in part (provided, that (a) such assignees deliver an instrument in writing to Sellers confirming that it or they are bound by and shall perform all of the obligations of the Buyer under this Agreement as if it were an original signatory and (b) no assignment hereunder shall relieve Buyer of its obligations under this Agreement and Buyer shall cause such assignees to perform such obligations on behalf of Buyer, as applicable, in accordance with the terms of this Agreement) and (ii) assign its rights to indemnification under this Agreement to its lenders providing financing in connection with the transactions contemplated hereby for collateral security purposes, but such assignment shall not release Buyer from their obligations hereunder; provided, further, that if any assignment hereunder increases the amount of withholding or other deduction required under any applicable Law over the amount that would have been required had no such assignment been made, then the Buyer shall indemnify and hold harmless the Sellers Indemnitees to the extent of such increase. Any purported assignment in contravention of this Section 13.5 shall be null and void.

Binding Effect; Assignments. The rights and obligations provisions of this Agreement shall bind be binding upon and inure to the benefit of the Parties Borrower, Administrative Agent and Lenders and their respective successors and assigns permitted assigns. Nothing expressed or implied herein shall be construed to give any other Person any legal or equitable rights hereunder. Except as expressly provided hereinhereby, the rights and obligations of this Agreement except that (i) Borrower may not be assigned assign or delegated by otherwise transfer any Party of its rights or obligations hereunder without the prior written consent of each Lender, which consent may be withheld, conditioned or delayed in each such Lender’s sole and absolute discretion (and any attempted assignment or transfer by Borrower without consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.1. Nothing in this Agreement, expressed 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 Section 9.2) and, to the extent stated in this Agreement, the Affiliates of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Lenders are not a joint venturer or a partner with Borrower. Each Lender may assign its rights and obligations under this Agreement and the other Party. Notwithstanding Loan Documents in accordance with the foregoing sentence, Buyer may, upon reasonable advance notice following provisions: (a) Subject to the Sellersconditions set forth in Section 9.1(b) below, any Lender may 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 Amount and the Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (i) assign Borrower; provided, however, that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund, a Federal Reserve Bank or, if an Event of Default has occurred and is continuing, any other assignee; and (ii) Administrative Agent; provided, however, that no consent of Administrative Agent shall be required for an assignment to an assignee that is a Lender with a Commitment Amount in place immediately prior to giving effect to such assignment. (b) Assignments by Lenders shall be subject to the following additional conditions: (i) except in the case of an assignment to a Lender or an Affiliate of a Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Amount, the amount of the Commitment Amount 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 Administrative Agent) shall not be less than $5,000,000.00 unless each of Borrower and Administrative Agent otherwise consent (such consent to not be unreasonably withheld, conditioned or delayed), provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.00 payable to Administrative Agent by the assigning Lender; (iv) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in which the assignee designates one or more of its representatives to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantors or any other Loan Parties, and their Affiliates, or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and (v) the assignee may not be an Affiliate of Borrower, Guarantors or any other Loan Party. (c) Subject to acceptance and recording thereof pursuant to Section 9.1(e), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender 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 Lender’s rights or and obligations under this Agreement, in whole or in part (provided, that (a) such assignees deliver an instrument in writing Lender shall cease to Sellers confirming that it or they are bound by and be a party hereto but shall perform all of the obligations of the Buyer under this Agreement as if it were an original signatory and (b) no assignment hereunder shall relieve Buyer of its obligations under this Agreement and Buyer shall cause such assignees continue to perform such obligations on behalf of Buyer, as applicable, in accordance with the terms of this Agreement) and (ii) assign its rights to indemnification under this Agreement to its lenders providing financing in connection with the transactions contemplated hereby for collateral security purposes, but such assignment shall not release Buyer from their obligations hereunder; provided, further, that if any assignment hereunder increases the amount of withholding or other deduction required under any applicable Law over the amount that would have been required had no such assignment been made, then the Buyer shall indemnify and hold harmless the Sellers Indemnitees be entitled to the extent benefits of such increase. Any purported assignment in contravention of this Section 13.5 shall be null Sections 2.11, and void9.

Binding Effect; Assignments. The rights This Agreement and obligations of this Agreement the other Credit Documents shall bind be binding upon and inure to the benefit of the Parties Purchaser, Vendors, Collateral Agent and Administrative Agent and their respective successors and permitted assigns. Nothing expressed Purchaser and Parent shall not have the right to assign their rights or implied delegate their duties hereunder or any interest herein shall be construed to give any other Person any legal or equitable rights hereunder. Except as expressly provided herein, the rights and obligations of this Agreement may not be assigned or delegated by any Party without the prior written consent of the other PartyVendors and Administrative Agent. Notwithstanding the foregoing sentence, Buyer may, upon reasonable advance notice to the Sellers, (i) Vendors may assign to or sell participation interests in all or any one or more part of its Affiliates, any of its rights or obligations under this Agreement, in whole or in part (provided, that (a) such assignees deliver an instrument in writing to Sellers confirming that it or they are bound by and shall perform all of the obligations of the Buyer their interests under this Agreement or any of the other Credit Documents to any Eligible Assignee. Purchaser hereby grants its unconditional authorization to Vendors to execute any such assignment, and agrees that it shall be sufficient that there exist only an agreement between Vendors and their assignees. Administrative Agent shall notify Purchaser of the assignment in writing, pursuant to the provisions of SECTION 9.2. This unconditional acceptance by Purchaser of any such assignment by Vendors includes Purchaser's and Guarantor's express consent to the total or partial assignment of the Guaranty or any other guaranties that have been or may be in the future be extended as if it were an original signatory surety for the payment and (b) no assignment hereunder shall relieve Buyer performance of its obligations Purchaser's Obligations under this Agreement and Buyer shall cause the other Credit Agreements. Purchaser, Guarantor and Vendors hereby agree that in the event of any such assignees assignment, the rights and interests in and to perform such obligations on behalf the Purchaser's and Guarantor's payment and performance of Buyer, as applicable, in accordance with the terms of this Agreement) and (ii) assign its rights to indemnification Obligations under this Agreement and each of the other Credit Agreements, shall be assigned in favor of the one or several assignees, to its lenders providing financing be shared jointly with Vendors or such other assignees if the assignment is in connection with part. Vendors may, subject to SECTION 9.21 below, disclose the transactions contemplated hereby for collateral security purposes, but such Credit Documents and any financial or other information relating to Purchaser to any potential assignee or participant. Any Taxes arising from the assignment shall not release Buyer from their obligations hereunder; provided, further, that if any assignment hereunder increases the amount be borne by Purchaser. The form of withholding or other deduction required under any applicable Law over the amount that would have been required had no such assignment been made, then the Buyer shall indemnify Assignment and hold harmless the Sellers Indemnitees to the extent of such increase. Any purported assignment in contravention of this Section 13.5 shall be null and void.Acceptance is attached hereto as EXHIBIT F.