Common use of Exposure Transfers Clause in Contracts

Exposure Transfers. Subject to Section 11.7, no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: (a) relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender or any Loan Party); (b) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; and (c) the other person will under no circumstances (other than permitted transfers and assignments under Section 11.7) (y) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement; and (z) have otherwise any contractual relationship with, or rights against, the Loan Parties under or in relation to this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (BICYCLE THERAPEUTICS PLC), Loan and Security Agreement (Dermavant Sciences LTD), Loan and Security Agreement (Axovant Sciences Ltd.)

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Exposure Transfers. Subject to Section 11.718.2, no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: (a) the relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender or any Loan Partyan Obligor); (b) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; and (c) the other person will under no circumstances (other than permitted transfers and assignments under Section 11.718.2) (y) be subrogated to, or substituted in respect of, the Lender’s 's claims under this Agreement; and (z) have otherwise any contractual relationship with, or rights against, the Loan Parties Company under or in relation to this Agreement.

Appears in 1 contract

Samples: Convertible Term Loan Facility Agreement (Wisekey International Holding S.A.)

Exposure Transfers. Subject to Section 11.7, no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: (a) relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender or any Loan Party); (b) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; andand US-DOCS\105484033.25 (c) the other person will under no circumstances (other than permitted transfers and assignments under Section 11.7) (y) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement; and (z) have otherwise any contractual relationship with, or rights against, the Loan Parties under or in relation to this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Urovant Sciences Ltd.)

Exposure Transfers. Subject to Section 11.7, no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: (a) The relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender or any Loan Party); (b) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; and (c) the other person will under no circumstances (other than permitted transfers and assignments under Section 11.7) (y) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement; and (z) have otherwise any contractual relationship with, or rights against, the Loan Parties under or in relation to this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Mesoblast LTD)

Exposure Transfers. Subject to Section 11.711.07, no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: : (a) relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender or any Loan Party); ; (b) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; and and (c) the other person will under no circumstances (other than permitted transfers and assignments under Section 11.711.07) (y) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement; and (z) have otherwise any contractual relationship with, or rights against, the Loan Parties under or in relation to this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement

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Exposure Transfers. Subject to Section 11.711.07, no Lender Purchaser shall enter into any arrangement with another person under which such Lender Purchaser substantially transfers its exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: (a) relationship between the Lender Purchaser and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender Purchaser or any Loan Note Party); (b) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender Purchaser under or in relation to this Agreement; and (c) the other person will under no circumstances (other than permitted transfers and assignments under Section 11.711.07) (y) be subrogated to, or substituted in respect of, the Lender’s Purchasers’ claims under this Agreement; and (z) have otherwise any contractual relationship with, or rights against, the Loan Note Parties under or in relation to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Myovant Sciences Ltd.)

Exposure Transfers. Subject to Section 11.7, no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: (a) The relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender or any Loan Party); (b) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; andand 4810-9912-0636 v.15 (c) the other person will under no circumstances (other than permitted transfers and assignments under Section 11.7) (y) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement; and (z) have otherwise any contractual relationship with, or rights against, the Loan Parties under or in relation to this Agreement.

Appears in 1 contract

Samples: Loan Agreement and Guaranty (Mesoblast LTD)

Exposure Transfers. Subject to Section 11.711.07, no Lender shall enter into any arrangement with another person under which such Lender substantially transfers its exposure under this Agreement to that other person, unless under such arrangement throughout the life of such arrangement: (a) relationship between the Lender and that other person is that of a debtor and creditor (including in the bankruptcy or similar event of the Lender or any Loan Party); (b) the other person will have no proprietary interest in the benefit of this Agreement or in any monies received by the Lender under or in relation to this Agreement; and (c) the other person will under no circumstances (other than permitted transfers and assignments under Section 11.711.07) (y) be subrogated to, or substituted in respect of, the Lender’s claims under this Agreement; and (z) have otherwise any contractual relationship with, or rights against, the Loan Parties under or in relation to this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Myovant Sciences Ltd.)

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