Common use of Changes to Parties Clause in Contracts

Changes to Parties. 22 CHANGES TO THE LENDERS 22.1 Assignments and transfers by the Lenders (a) Subject to this Clause 22, a Lender (the “Existing Lender”) may: (i) assign any of its rights; or (ii) 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”). (b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurred, any assignment or transfer occurring after the Additional Commitments Establishment Date may be made only after notice of the proposed assignment or transfer has been given to the Borrower. 22.2 Conditions of assignment or transfer (a) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with. (c) For the avoidance of doubt, a Lender may assign any of its rights, or transfer by novation any of its rights and obligations, under either Facility or both Facilities. (d) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13.1 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Appears in 1 contract

Samples: Facility Agreement (Mobile Telesystems Ojsc)

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Changes to Parties. 22 CHANGES TO THE LENDERS 22.1 Assignments and transfers by the Lenders (a) Lenders Subject to this Clause 22, a Lender (the “Existing Lender”) may: (i) assign any of its rights; or (ii) 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”). (b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurred, any assignment or transfer occurring after the Additional Commitments Establishment Date may be made only after notice of the proposed assignment or transfer has been given to the Borrower. 22.2 Conditions of assignment or transfer (a) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with. (c) For the avoidance of doubt, a Lender may assign any of its rights, or transfer by novation any of its rights and obligations, under either Facility or both Facilities. (d) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13.1 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Appears in 1 contract

Samples: Facility Agreement (Mobile Telesystems Ojsc)

Changes to Parties. 22 CHANGES TO THE LENDERS23 Changes to the Lenders 22.1 23.1 Assignments and transfers by the Lenders (a) Lenders Subject to this Clause 2223, a Lender and or Arranger and/or Underwriter (the “Existing Lender”) may: (i) 23.1.1 assign any of its rights; or (ii) 23.1.2 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 Qualifying Lender (the “New Lender”). (b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurred, any assignment or transfer occurring after the Additional Commitments Establishment Date may be made only after notice of the proposed assignment or transfer has been given to the Borrower. 22.2 23.2 Conditions of assignment or transfer (a) 23.2.1 The written consent of the Company together with a notice to the Borrower is required for an assignment or transfer by an Existing Lender provided that no such consent is required following the occurrence of any Event of Default which is continuing. 23.2.2 The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed provided that with respect to any transfer other than to a Lender or an Affiliate of a Lender, the Borrower may withhold its consent on the basis of its then current relationship with the proposed New Lender.. 23.2.3 An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original a Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (b) 23.2.4 A transfer will only be effective if the procedure set out in Clause 22.5 23.5 (Procedure for transfer) is complied with. (c) For the avoidance of doubt, a Lender may assign any of its rights, or transfer by novation any of its rights and obligations, under either Facility or both Facilities. (d) 23.2.5 If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13.1 13 (Increased Costs)costs) or incur any other cost, tax or expense of whatsoever nature including the payment of any Mandatory Cost, then the New Lender or Lender acting through its new Facility Office is only entitled to receive any such payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. (e) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Appears in 1 contract

Samples: Bridge Facility Agreement (Luxottica Group Spa)

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Changes to Parties. 22 CHANGES TO THE LENDERS 22.1 Assignments and transfers by the Lenders (a) Subject to this Clause 22, a Lender (the “Existing Lender”) may: (i) assign any of its rights; or (ii) 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”). (b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurredoccurred and is continuing, any assignment or transfer occurring after the Additional Commitments Establishment Syndication Date may shall require the consent of the Borrower, provided that (1) such consent shall not be made only after unreasonably withheld or delayed; and (2) unless the Borrower or the Parent has notified the Agent to the contrary within 5 Business Days of receiving notice of the proposed intended assignment or transfer has been the Borrower and the Parent will be deemed to have given its consent to the Borrowerthat assignment or transfer. 22.2 Conditions of assignment or transfer (a) An assignment will only be effective on: (i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with. (c) For the avoidance of doubt, a Lender may assign any of its rights, 22.3 Assignment or transfer by novation any of fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its rights and obligations, under either Facility or both Facilities. (d) If: (iown account) a Lender assigns or transfers any fee of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13.1 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred$1,000. (e) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Appears in 1 contract

Samples: Facility Agreement (MTS Inc)

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