Borrower Buybacks Sample Clauses
Borrower Buybacks. Notwithstanding anything in this Agreement to the contrary, any Term Loan A Lender and/or any Incremental Term Lender, as applicable (but not, for purposes of clarity, any other Facility) may, at any time, assign all or a portion of its Term Loans on non-pro rata basis to the Parent Borrower in accordance with the procedures set forth on Schedule 9.4(k), pursuant to an offer made to all Term Loan A Lender and/or all Incremental Term Lender, as applicable, on a pro rata basis (a “Dutch Auction”), subject to the following limitations: (i) immediately and automatically, without any further action on the part of the Parent Borrower, any Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment of Term Loans from a Term Loan A Lender and/or an Incremental Term Lender, as applicable, to the Parent Borrower, such Term Loans and all rights and obligations as a Term Loan A Lender and/or an Incremental Term Lender, as applicable, related thereto shall, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Parent Borrower shall neither obtain nor have any rights as a Term Loan A Lender and/or an Incremental Term Lender, as applicable, hereunder or under the other Loan Documents by virtue of such assignment; (ii) no proceeds of any Domestic Revolving Loans, any Global Revolving Loans or any Swingline Loan shall be used to fund any such assignment; and (iii) no Event of Default shall have occurred and be continuing before or immediately after giving effect to such assignment. By participating in any such Dutch Auction, each Lender acknowledges and agrees that (A) the Parent Borrower and its Subsidiaries may have, and later may come into possession of, Excluded Information, (B) such Lender has independently and, without reliance on the Parent Borrower or any of its Restricted Subsidiaries, the Administrative Agent, any other Lender or any of their respective Affiliates, made its own analysis and determination to participate in such Dutch Auction notwithstanding such Lender’s lack of knowledge of the Excluded Information, (C) none of the Parent Borrower and its Subsidiaries shall be required to make any representation that it is not in possession of Excluded Information, (D) none of the Parent Borrower and its Subsidiaries, the Administrative Agent, any other Lender or any of their respective Af...
Borrower Buybacks. Any Lender may, so long as no Event of Default has occurred and is continuing, at any time, without any consent, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to Parent or the Borrower through (x) Dutch auctions or other offers to purchase or take by assignment open to all Lenders on a pro rata basis in accordance with procedures determined by such Affiliated Lender in its sole discretion or (y) open market purchases on a non pro rata basis, in each case, subject to the following limitations:
Borrower Buybacks. Notwithstanding anything in this Agreement to the contrary, any Lender may, at any time, assign all or a portion of its Loans on a non-pro rata basis to the Borrower in accordance with procedures to be agreed, pursuant to an offer made by the Borrower available to all Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations:
(1) the Borrower shall represent and warrant, as of the date of the launch of the Dutch Auction and on the date of any such assignment, that neither it, its Affiliates nor any of its respective directors or officers has any Excluded Information that has not been disclosed to the Lenders generally (other than to the extent any such Lender does not wish to receive material non-public information with respect to the Borrower or its Subsidiaries or any of their respective securities) prior to such date;
(2) immediately and automatically, without any further action on the part of the Borrower, any Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment of Loans from a Lender to the Borrower, such Loans and all rights and obligations as a Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably prepaid (together with the payment of any applicable Make-Whole Amount), terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such assignment;
(3) the Borrower shall not use the proceeds of any Loans for any such assignment; and
(4) no Default or Event of Default shall have occurred and be continuing before or immediately after giving effect to such assignment.
Borrower Buybacks. Notwithstanding anything in this Agreement to the contrary, any Lender may, at any time, assign all or a portion of its Loans on a non-pro rata basis to the Borrower in accordance with the procedures set forth on Exhibit L, pursuant to an offer made by the Borrower available to all Lenders on a pro rata basis (a “Dutch Auction”), subject to the following limitations:
Borrower Buybacks. Notwithstanding anything else to the contrary contained in this Agreement, any Term Lender may assign all or a portion of its Term Loans to a Purchasing Borrower Party in accordance with Section 2.11(g) (which assignment will not constitute a prepayment of Term Loans for any purposes of this Agreement and the other Loan Documents).
Borrower Buybacks. Section 10.04(e) of the Credit Agreement shall be and it hereby is amended and restated in its entirety as follows:
Borrower Buybacks. Any Lender may, so long as no Default or Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Loans under this Agreement to Holdings or the Borrower through (x) Dutch auctions open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(v) or (y) notwithstanding Sections 2.12 and 2.13 or any other provision in this Agreement, open market purchase on a non-pro rata basis; provided, that, in connection with assignments pursuant to clause (y) above:
Borrower Buybacks. Notwithstanding anything to the contrary in this Agreement, any Lender may, at any time, assign all or a portion of its Term Loans to the Borrower or any of its Subsidiaries; provided that (i) any Term Loans that are so assigned will be immediately, automatically and irrevocably cancelled and the aggregate principal amount of the Term Loans of the applicable Term Loan Facility then outstanding shall be reduced by an amount equal to the principal amount of such Term Loans, (ii) the Borrower or its Subsidiary (as applicable) shall clearly identify itself as such in the applicable assignment documentation and (iii) the Borrower or its relevant Subsidiary, as applicable, shall represent and warrant to the assigning Lenders that it shall have no MNPI with regard to the Borrower and its Subsidiaries that both (x) has not been disclosed in writing to the Administrative Agent and the Lenders (other than because any given Lender does not wish to receive such MNPI) prior to such time and (y) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign its Term Loans. As a condition to each assignment pursuant to this subsection (f), the Administrative Agent shall have been provided a notice in connection with each assignment to the Borrower in which the Borrower shall waive any right to bring any action in connection with such Term Loans against the Administrative Agent, in its capacity under this subsection (f).