Consent and Reallocation (Assignment Settlement Option) Sample Clauses
The "Consent and Reallocation (Assignment Settlement Option)" clause defines the process by which one party may assign its rights or obligations under an agreement to a third party, subject to the consent of the other party. Typically, this clause outlines the conditions under which consent must be obtained, any exceptions to the consent requirement, and the procedures for reallocating responsibilities or benefits following an assignment. For example, it may specify that consent cannot be unreasonably withheld or that certain assignments, such as to affiliates, are automatically permitted. The core function of this clause is to provide a clear framework for transferring contractual interests while protecting the interests of all parties involved, thereby preventing disputes and ensuring smooth transitions in the event of an assignment.
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Consent and Reallocation (Assignment Settlement Option). The undersigned Existing Term Lender hereby irrevocably and unconditionally consents to this Amendment and the prepayment of the full principal amount of its outstanding Existing Term Loans and agrees to purchase by way of assignment from the Sixth Amendment Refinancing Term Lenders in accordance with the terms of the Credit Agreement, the Sixth Amendment Refinancing Term Loans in a principal amount equal to the principal amount of its Existing Term Loans prepaid (or such lesser amount as notified and allocated to the undersigned by the Joint Lead Arrangers as determined by the Borrower and the Joint Lead Arrangers in their sole discretion).
Consent and Reallocation (Assignment Settlement Option). The undersigned hereby irrevocably and unconditionally (a) consents to this Amendment and the prepayment of the full principal amount of its Specified Loans and (b) agrees to purchase, by way of assignment from the 2021 Refinancing Term Lender in accordance with the terms of the Amended Credit Agreement, 2021 Refinancing Term Loans in a principal amount equal to the principal amount of its Specified Loans prepaid (or such lesser amount as notified and allocated to the undersigned by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion). , (Name of Institution including branch if applicable) By: Name: Title: If a second signature is necessary: By: Name: Title EXECUTION VERSIONExecution Version EXHIBIT AB as further amended January 30, 2020 and,
Consent and Reallocation (Assignment Settlement Option). The undersigned hereby irrevocably and unconditionally agrees to purchase, by way of assignment from the 2021 Incremental Term Loan New Lender in accordance with the terms of the Amended Credit Agreement, Repriced 2021 Incremental Term Loans in a principal amount equal to the principal amount of its Existing 2021 Incremental Term Loans prepaid (or such lesser amount as notified and allocated to the undersigned by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion). Any existing Lender submitting a signature page (including, for the avoidance of doubt, any existing Lender that submits a signature page but does not check either consent box) shall be deemed to have consented to the amendments to the Credit Agreement described in, and the other terms and provisions of, the Amendment and acknowledges that its execution and delivery of this Continuing Lender Election shall be deemed to constitute execution and delivery of a counterpart signature to the Amendment. (Name of Institution including branch if applicable) By: Name: Title: If a second signature is necessary: By: Name: Title: [see attached] ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 2 1.01 Defined Terms 2 1.02 Other Interpretive Provisions 76 1.03 Accounting Terms 77 1.04 Rounding 78 1.05 References to Agreements and Laws 78 1.06 Times of Day 78 1.07 Letter of Credit Amounts 78 1.08 Conversion of Foreign Currencies 78 1.09 Divisions 79 1.10 Limited Condition Transactions 79 1.11 Dutch Terms 80 1.12 Belgian Terms 81 1.13 Rates 82 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 82 2.01 The Loans 82 2.02 Borrowings, Conversions and Continuations of Loans 83 2.03 Letters of Credit 85 2.04 [Reserved] 94 2.05 Prepayments 94 2.06 Termination or Reduction of Commitments 98 2.07 Repayment of Loans 99 2.08 Interest 100 2.09 Fees 101 2.10 Computation of Interest and Fees 102 2.11 Evidence of Indebtedness 102 2.12 Payments Generally 102 2.13 Sharing of Payments 104 2.14 Incremental Facilities 105 2.15 Defaulting Lender 110 2.16 Extension of Term Loans and Revolving Credit Commitments 114 2.17 Interest Act (Canada) 117 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 118 3.01 Taxes 118 3.02 Illegality 120 3.03 Inability to Determine Rates 121