Participation and Assignment Clause Samples
The Participation and Assignment clause governs the rights and procedures for transferring or sharing interests in a contract to third parties. Typically, it outlines whether a party may assign its rights or delegate its obligations, and under what conditions such transfers are permitted, such as requiring prior written consent from the other party. This clause ensures that all parties maintain control over who is involved in the agreement, thereby protecting against unwanted or unapproved changes in contractual relationships.
Participation and Assignment. When the decision is made to schedule standby duties, such standby duties shall be assigned by the Employer on a rotation basis. Where possible, preference will be given to those employees who have indicated willingness to standby. The Employer will post a standby schedule pursuant to Article 15.06.
Participation and Assignment. The Bank may from time to time participate, sell or assign all or any part of the Loans made by the Bank or which may be made by the Bank, or its right, title and interest in the Loans or in or to this Agreement, to another lending office, lender or financial institution. Except to the extent otherwise required by the context of this Agreement, the word “Bank” where used in this Agreement means and includes any holder of a Note originally issued to the Bank and each such holder of a Note will be bound by and have the benefits of this Agreement, the same as if such holder had been a signatory to this Agreement. In connection with any such sale, assignment or grant of participation, the Bank may make available to any prospective purchaser, assignee or participant any information relative to the Borrowers in the Bank’s possession; provided such prospective purchaser, assignee, or participant agrees to hold such information in confidence.
Participation and Assignment. When the decision is made to schedule standby duties, where possible, preference will be given to those employees who have indicated willingness to standby. The Company will post a standby schedule.
Participation and Assignment. Lender may, at any time and from time to time, sell or grant, without prior notice to or the consent of Borrower, to any person or entity participations in all or any part of the Loan, the Loan Documents, any Advance, or all or part of the Note. Any participant shall be entitled to receive all information received by Lender regarding the Mortgaged Property, Borrower, any of its principals and any of the Guarantors, including (without limitation) information required to be disclosed to a participant pursuant to any applicable banking regulations. If Lender shall sell or grant any participation: (i) Lender shall retain its right and responsibility to enforce the obligations of Borrower relating to the Loan, including the right to approve any amendment, modification or waiver of any provision of this Agreement, in accordance with the terms of this Agreement, and (ii) Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any participant of which Borrower shall have received written notice may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such participant were a direct holder of Loans. In the case of an assignment, the assignee ("Assignee") shall, to the extent of such assignment, have the same rights, benefits and obligations as it would if it were the Lender hereunder and the Lender shall be relieved of its obligations hereunder to the extent of the interest so assigned and expressly assumed in writing by Assignee. Borrower will use its reasonable efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect any such assignment including assisting in the preparation of appropriate disclosure documents or modifying this Agreement to further reflect an agency relationship between Lender and other institutions.
Participation and Assignment. (1) Lender may, at any time and from time to time, sell or grant, without prior notice to or the consent of Borrower, to any Eligible Transferee (other than to a Prohibited Transferee as set forth in Section 9.3(d)) participations in all or any part of the Loan, the Loan Documents, any Advance, or all or part of the Note. Any participant shall be entitled to receive and rely on all information received by Lender regarding the Collateral, Mortgaged Property, Fee Owner, Underlying Mortgage Guarantors, Borrower, any of its principals and any of the Guarantors, including (without limitation) information required to be disclosed to a participant pursuant to any applicable banking regulations. If Lender shall sell or grant any participation: (i) Lender shall retain its right and responsibility to enforce the Obligations of Borrower relating to the Loan, including the right to approve any amendment, modification or waiver of any provision of this Agreement, and to grant or withhold consents and approvals, in accordance with the terms of this Agreement, (ii) Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations hereunder and (iii) Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any participant of which Borrower shall have received written notice may exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such participant were a direct holder of Loans.
(2) Subject to Section 9.3(d), Lender may at any time and from time to time, assign to any Eligible Transferee (but not any other Person unless (x) the Loan is fully Advanced, (y) the Borrower and/or Fee Owner has cancelled and/or waived any unfunded future Advances or Underlying Mortgage Loan Advances, respectively, or (z) an Event of Default exists, and in any such case, Lender shall have the unfettered right to make assignments of all or a portion of the Loan to any Person), all or a part of its rights and obligations under the Loan Documents. In the case of such an assignment, the assignee (“Assignee”) shall, to the extent of such assignment, have the same rights, benefits and obligations as it would if it were the Lender hereunder and the Lender shall be relieved of its obligations hereunder to the extent of the interest so assigned and expressly assumed in writing by Assignee. For the purposes of clarification, during an Event of Default,...
Participation and Assignment. The Lender may from time to time participate, sell or assign all or any part of the Loans made by the Lender or which may be made by the Lender, or its right, title and interest in the Loans or in or to this Agreement, to another lending office, lender or financial institution. Except to the extent otherwise required by the context of this Agreement, the word "Lender" where used in this Agreement means and includes any holder of a Notes originally issued to the Lender and each such holder of a Notes will be bound by and have the benefits of this Agreement, the same as if such holder had been a signatory to this Agreement. In connection with any such sale, assignment or grant of participation, the Lender may make available to any prospective purchaser, assignee or participant any information relative to the Borrower or any Loan Party or any Subsidiary of a Loan Party in the Lender's possession.
Participation and Assignment. 85 10.06. Successors and Assigns..................................................................................87 10.07. No Implied Waivers; Cumulative Remedies; Writing Required...............................................88
Participation and Assignment. (a) Sale of Participation. ---------------------
(i) Any Lender may, in the ordinary course of its commercial lending business and in accordance with applicable law, and without the consent of the Borrower, at any time sell to one or more Participants (which Participants may be Affiliates of such Lender) Participations in the Revolving Credit Commitment of such Lender or any Loan, the Note, or other interest of such Lender hereunder. In the event of any such sale of a Participation, such Lender's obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for its performance under this Agreement, such Lender shall remain the holder of the Note made payable to it for all purposes under this Agreement (including all voting rights hereunder) and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents.
(ii) As between a Participant and that Participant's selling Lender only, the sole issues on which the Participant shall have a contractual right to vote are: (A) an increase in such Lender's Revolving Credit Commitment, (B) any change of the term Base Rate, Euro-Rate, Euro-Rate Reserve Percentage, or Applicable Euro-Rate Margin so as to decrease the interest rate relating to the Loans, (C) postponement of the scheduled payment of principal, interest or Fees due under any of the Loan Documents, or (D) release of any collateral.
(iii) In the case of any participation, no additional amounts payable under Section 2.19 shall be in excess of that which would have been payable in the absence of such participation.
Participation and Assignment. (a) Each Bank may, ---------------------------- without the consent of the Company, sell participations to one or more banks or other financial institutions (each a "Participant") in all or a portion of its rights and obligations under this Agreement; provided, however, (i) ----------------- such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the Company for the performance of such obligations, (iii) except as expressly set forth herein, any such Participant shall be entitled to the benefit of the cost and fee protection and indemnification provisions contained in Sections 2.07, 2.08, 2.14, 2.15, 2.16, 7.04, 7.05 and 7.07 to the same extent as if the Participant were such Bank hereunder, and (iv) such Bank shall retain the sole right to approve any amendment, modification or waiver of any provisions of this Agreement or any Related Document (other than amendments, modifications, releases or waivers with respect to any amounts payable hereunder or the amount of principal of or the rate at which interest is payable hereunder or the dates fixed for payments of interest or fees or the date of termination or expiration of any Letter of Credit or any change to the Stated Amount thereof).
Participation and Assignment. 75 10.06. Successors and Assigns.................................................................................... 77 10.07. No Implied Waivers; Cumulative Remedies; Writing Required................................................. 77 10.08. Severability.............................................................................................. 77 10.09. Indemnity................................................................................................. 77 10.10. Confidentiality........................................................................................... 78 10.11. Survival.................................................................................................. 78 10.12. GOVERNING LAW............................................................................................. 79 10.13. FORUM..................................................................................................... 79 10.14. Non-Business Days......................................................................................... 79 10.15. Integration............................................................................................... 79 10.16. Counterparts.............................................................................................. 79 10.17. Funding by Branch, Subsidiary or Affiliate................................................................ 80 10.18.