Consequences of Assignment Sample Clauses

Consequences of Assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.11(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit 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 Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 4 and Section 12.5 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11(d).

Consequences of Assignment. Upon the assignment of all of its rights and obligations hereunder to a successor consistent with the provisions of Section 14.1, the assignor shall be deemed to have withdrawn from this Agreement.

Consequences of Assignment. The Obligors shall be under no obligation to pay any greater amount under this Agreement following an assignment or transfer by a Lender of any of its rights or obligations pursuant to this Clause 23 if, in the circumstances existing at the time of such assignment or transfer, such greater amount would not have been payable but for the assignment or transfer.

Consequences of Assignment. Upon execution and delivery of such Assignment and Acceptance Agreement and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall become party to this Credit Agreement as a Lender and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required.

Consequences of Assignment. (i) Any permitted assignee shall assume all obligations of its assignor under this Agreement. (ii) No assignment shall relieve either Party of responsibility for the performance of any accrued obligation which such Party then has hereunder. (iii) In addition to any other rights and remedies available to the Parties under this Agreement (including under Section 9.2.4), at law or in equity, any assignment made in violation of this Article 8 shall be null and void.

Consequences of Assignment. Upon execution and delivery of such Assignment and Acceptance Agreement and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be a Lender party to this Credit Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this SECTION 13.11(c), the transferor Lender, Administrative Agent and Borrower shall make appropriate arrangements so that, if required, new Notes are issued to such Assignee and the transferor Lender.

Consequences of Assignment. (a) Subject to Clause 17.4 with effect on and from a date agreed by the assigning Party and the assignee to be the effective date of the assignment of a Participating Interest or part thereof ("Effective Date of Assignment"), the assignee shall, to the extent of the assignment, become a Party in the place of the Party whose Participating Interest or part thereof has been assigned provided that the assigning Party shall indemnify and keep indemnified the other Parties against all liabilities accruing in respect of the Participating Interest of the assigning Party up to the Effective Date of Assignment (b) The assigning Party shall, in addition, remain liable to and shall indemnify and keep indemnified the other Parties against all liabilities accruing in respect of the Participating Interest of the assignee on and after the Effective Date of Assignment, unless and until the Parties shall have resolved or shall resolve by unanimous vote, are you sure? that the assignee or proposed assignee is a respectable and financially responsible person for the purposes of the Joint Venture. Upon the later of such unanimous resolution and the Effective Date of Assignment, the assigning Party shall (as between the assigning Party and the other Parties) be relieved and discharged from all such liabilities of the assignee accruing thereafter and any obligation to indemnify the other Parties in respect thereof. (c) The onus of proving to the satisfaction of the Parties that the assignee or proposed assignee is a respectable and financially responsible person for the purposes of the Joint Venture shall rest upon the assigning Party. Upon proof that a proposed assignee is such a respectable and financially responsible person, no Party shall unreasonably withhold its vote to a resolution on that matter. (d) Each Party shall, when required by any such assignee, perform, execute, acknowledge and deliver all such further acts, deeds and assurances as may be reasonably required of it to perfect the assignment of a Participating Interest or part thereof to, or the assumption of rights or obligations thereunder by, such assignee.

Consequences of Assignment. If the Company assigns to a third party its rights hereunder to effect a Company Purchase, the Company shall remain liable (and such third party shall not be liable) under the provisions of this Article with respect to the purchase or Supplementary Payment by the third party (taking into account the actual tax effect to the Indemnitee of such third party purchase or Supplementary Payment in determining the taxes incurred in excess of the taxes the Indemnitee would have incurred had the shares been sold in an Unrelated Party Sale), and the "Excess Taxes" and Section 9.2 Excess Taxes in such determination shall be computed by taking into account not only U.S. taxes but also any taxes imposed by any other jurisdiction to the extent such taxes would not have been imposed absent such an assignment.

Consequences of Assignment. (a) For purposes of this Article V, the term, “assignment” shall mean and shall be interpreted, to include, in the broadest possible sense and shall include, without limitation, any one or more of the following actions, events or circumstances, whether purported, attempted or consummated:

Consequences of Assignment. From and after the effective date specified in each Assignment and Acceptance Agreement and payment by such Assignee to such assignor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee provided that the parties have complied with Section 13.13(c) above, such Assignee shall be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance Agreement, shall have all the rights and obligations of a Lender with a Commitment/Loans as set forth in such Assignment and Acceptance Agreement, and the assignor Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance Agreement, be released from its obligations hereunder to a corresponding extent (and, in the case of an Assignment and Acceptance Agreement covering all of the obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon the consummation of any assignment pursuant to Section 13.13(c) hereof, the transferor Lender, Administrative Agent and Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to such Assignee and the transferor Lender.