Common use of Consent to Assignment Etc Clause in Contracts

Consent to Assignment Etc. (a) To the extent contemplated by the Company Pledge Agreement, or otherwise after and during the continuance of a Default, the Agent and any designee or assignee thereof shall be entitled to exercise any and all rights of the Borrower under the Standby Purchase Agreement and the Pledged Stock in accordance with the terms of the Standby Purchase Agreement and such Pledged Stock, and State Auto Financial shall comply in all respects with such exercise. Without limiting the generality of the foregoing, to the extent contemplated by the Company Pledge Agreement, or otherwise after and during the continuance of a Default, the Agent and any designee or assignee thereof shall have the full right and power to enforce directly against State Auto Financial all obligations of State Auto Financial under the Standby Purchase Agreement and the Pledged Stock and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Borrower under the Standby Purchase Agreement or the Pledged Stock. Nothing herein shall require the Agent or such designee or assignee to cure any default of the Borrower under the Standby Purchase Agreement or to perform any act, duty or obligation of the Borrower under the Standby Purchase Agreement, but shall only give them the option so to do. (b) State Auto Financial will not, without the prior written consent of the Agent, (i) cancel, suspend or terminate the Standby Purchase Agreement or consent to or accept any such cancellation, suspension or termination thereof, (ii) amend, supplement or otherwise modify the Standby Purchase Agreement or (iii) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to so rescind, cancel, terminate or suspend or amend or modify the Standby Purchase Agreement. (c) A foreclosure of, or other exercise of remedies under, the Company Pledge Agreement or any sale thereunder by the Agent or its assignee or designee, whether by judicial proceedings or under any power of sale contained therein, or any conveyance from the Borrower to the Agent, the Lenders or any such assignee or designee, in lieu thereof, shall not require the consent of State Auto Financial. (d) Upon the exercise by the Agent of any of the remedies set forth in Section 5.05 of the Company Pledge Agreement, the Agent may assign its rights and interests and the rights and interests of the Borrower under the Standby Purchase Agreement and/or the Pledged Stock to any other Person. (e) State Auto Financial will not be released from any of its obligations under the Standby Purchase Agreement or the Pledged Stock pursuant to any assignment or transfer (including by reason of a merger, consolidation, sale of substantially all of its assets or otherwise), and shall not delegate any of its obligations under the Standby Purchase Agreement or the Pledged Stock, unless the Agent shall have previously consented in writing to such release or delegation, as the case may be.

Consent to Assignment Etc. (a) To the extent contemplated by the Company Pledge Agreement, or otherwise after and during the continuance of a Default, the Agent and any designee or assignee thereof shall be entitled to exercise any and all rights of the Borrower under the Standby Purchase Agreement and the Pledged Stock in accordance with the terms of the Standby Purchase Agreement and such Pledged Stock, and State Auto Financial shall comply in all respects with such exercise. Without limiting the generality of the foregoing, to the extent contemplated by the Company Pledge Agreement, or otherwise after and during the continuance of a Default, the Agent and any designee or assignee thereof shall have the full right and power to enforce directly against State Auto Financial all obligations of State Auto Financial under the Standby Purchase Agreement and the Pledged Stock and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Borrower under the Standby Purchase Agreement or the Pledged Stock. Nothing herein shall require the Agent or such designee or assignee to cure any default of the Borrower under the Standby Purchase Agreement or to perform any act, duty or obligation of the Borrower under the Standby Purchase Agreement, but shall only give them the option so to do. (b) State Auto Financial will not, without the prior written consent of the Agent, (i) cancel, suspend or terminate the Standby Purchase Agreement or consent to or accept any such cancellation, suspension or termination thereof, (ii) amend, supplement or otherwise modify the Standby Purchase Agreement or (iii) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to so rescind, cancel, terminate or suspend or amend or modify the Standby Purchase Agreement.or (c) A foreclosure of, or other exercise of remedies under, the Company Pledge Agreement or any sale thereunder by the Agent or its assignee or designee, whether by judicial proceedings or under any power of sale contained therein, or any conveyance from the Borrower to the Agent, the Lenders or any such assignee or designee, in lieu thereof, shall not require the consent of State Auto Financial. (d) Upon the exercise by the Agent of any of the remedies set forth in Section 5.05 of the Company Pledge Agreement, the Agent may assign its rights and interests and the rights and interests of the Borrower under the Standby Purchase Agreement and/or the Pledged Stock to any other Person. (e) State Auto Financial will not be released from any of its obligations under the Standby Purchase Agreement or the Pledged Stock pursuant to any assignment or transfer (including by reason of a merger, consolidation, sale of substantially all of its assets or otherwise), and shall not delegate any of its obligations under the Standby Purchase Agreement or the Pledged Stock, unless the Agent shall have previously consented in writing to such release or delegation, as the case may be.

Consent to Assignment Etc. (a) To the extent contemplated by the Company Pledge Agreement, or otherwise after and during the continuance of a an Event of Default, the Administrative Agent and any designee or assignee thereof shall be entitled to exercise any and all rights of the Borrower Company under the Standby Purchase Agreement and the Pledged Stock in accordance with the terms of the Standby Purchase Agreement and such Pledged Stock, and State Auto Financial shall comply in all respects with such exercise. Without limiting the generality of the foregoing, to the extent contemplated by the Company Pledge Agreement, or otherwise after and during the continuance of a an Event of Default, the Administrative Agent and any designee or assignee thereof shall have the full right and power to enforce directly against State Auto Financial all obligations of State Auto Financial under the Standby Purchase Agreement and the Pledged Stock and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Borrower Company under the Standby Purchase Agreement or the Pledged Stock. Nothing herein shall require the Administrative Agent or such designee or assignee to cure any default of the Borrower Company under the Standby Purchase Agreement or to perform any act, duty or obligation of the Borrower Company under the Standby Purchase Agreement, but shall only give them the option so to do. (b) State Auto Financial will not, without the prior written consent of the Administrative Agent, (i) cancel, suspend or terminate the Standby Purchase Agreement or consent to or accept any such cancellation, suspension or termination thereof, (ii) amend, supplement or otherwise modify the Standby Purchase Agreement or (iii) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to so rescind, cancel, terminate or suspend or amend or modify the Standby Purchase Agreement. (c) A foreclosure of, or other exercise of remedies under, the Company Pledge Agreement or any sale thereunder by the Administrative Agent or its assignee or designee, whether by judicial proceedings or under any power of sale contained therein, or any conveyance from the Borrower Company to the Administrative Agent, the Lenders or any such assignee or designee, in lieu thereof, shall not require the consent of State Auto Financial. (d) Upon the exercise by the Administrative Agent of any of the remedies set forth in Section 5.05 of the Company Pledge Agreement, the Administrative Agent may assign its rights and interests and the rights and interests of the Borrower Company under the Standby Purchase Agreement and/or the Pledged Stock to any other Person. (e) State Auto Financial will not be released from any of its obligations under the Standby Purchase Agreement or the Pledged Stock pursuant to any assignment or transfer (including by reason of a merger, consolidation, sale of substantially all of its assets or otherwise), and shall not delegate any of its obligations under the Standby Purchase Agreement or the Pledged Stock, unless the Administrative Agent shall have previously consented in writing to such release or delegation, as the case may be.

Consent to Assignment Etc. (a) To the extent contemplated by the Company Pledge Agreement, or otherwise after and during the continuance of a Default, the Agent and any designee or assignee thereof shall be entitled to exercise any and all rights of the Borrower under the Standby Purchase Agreement and the Pledged Stock in accordance with the terms of the Standby Purchase Agreement and such Pledged Stock, and State Auto Financial shall comply in all respects with such exercise. Without limiting the generality of the foregoing, to the extent contemplated by the Company Pledge Agreement, or otherwise after and during the continuance of a Default, the Agent and any designee or assignee thereof shall have the full right and power to enforce directly against State Auto Financial all obligations of State Auto Financial under the Standby Purchase Agreement and the Pledged Stock and otherwise to exercise all remedies thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Borrower under the Standby Purchase Agreement or the Pledged Stock. Nothing herein shall require the Agent or such designee or assignee to cure any default of the Borrower under the Standby Purchase Agreement or to perform any act, duty or obligation of the Borrower under the Standby Purchase Agreement, but shall only give them the option so to do. (b) State Auto Financial will shall not, without the prior written consent of the Agent, (i) cancel, suspend or terminate the Standby Purchase Agreement or consent to or accept any such cancellation, suspension or termination thereof, (ii) amend, supplement or otherwise modify the Standby Purchase Agreement or (iii) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to so rescind, cancel, terminate or suspend or amend or modify the Standby Purchase Agreement. (c) A foreclosure of, or other exercise of remedies under, the Company Pledge Agreement or any sale thereunder by the Agent or its assignee or designee, whether by judicial proceedings or under any power of sale contained therein, or any conveyance from the Borrower to the Agent, the Lenders or any such assignee or designee, in lieu thereof, shall not require the consent of State Auto Financial. (d) Upon the exercise by the Agent of any of the remedies set forth in Section 5.05 of the Company Pledge Agreement, the Agent may assign its rights and interests and the rights and interests of the Borrower under the Standby Purchase Agreement and/or the Pledged Stock to any other Person. (e) State Auto Financial will shall not be released from any of its obligations under the Standby Purchase Agreement or the Pledged Stock pursuant to any assignment or transfer (including by reason of a merger, consolidation, sale of substantially all of its assets or otherwise), and shall not delegate any of its obligations under the Standby Purchase Agreement or the Pledged Stock, unless the Agent shall have previously consented in writing to such release or delegation, as the case may be.