Common use of Permitted Assignment Clause in Contracts

Permitted Assignment. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement, but (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, unless otherwise consented to by the Agent; (ii) the amount of the commitment and outstanding Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 or the total amount of the remaining commitment and outstanding Advances of such Lender, except that an assignment to an existing Lender may be in an amount less than $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent of $2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Permitted Assignment. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement, but (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, unless otherwise consented to by the Agent; (ii) the amount of the commitment commitment, if any, and outstanding Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 or the total amount of the remaining commitment commitment, if any, and outstanding Advances of such Lender, except that an assignment to an existing Lender or an Affiliate of a Lender or a Related Fund may be in an amount less than $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, Assignee and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent of $2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Permitted Assignment. Each Lender may assign assign, subject to the Agent's approval (such approval not to be unreasonably withheld or delayed), to one or more banks banks, financial institutions or other entities acceptable to the Arranger all or a portion of its rights and obligations under this Agreement, but (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, unless otherwise consented to by the Agent; (ii) the amount of the commitment commitment, if any, and outstanding Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 or the total amount of the remaining commitment commitment, if any, and outstanding Advances of such Lender, except that an assignment to an existing Lender or an Affiliate of a Lender or a Related Fund may be in an amount less than $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, Assignee and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent of $2,5003,500; provided, that unless such assignee is one of the seven institutions previously identified in writing to the Borrower by the Arranger or an Event of Default has occurred and is continuing, such assignee shall be reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld or delayed). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Permitted Assignment. Each Lender may assign Any subletting or assignment consented to one or more banks or other entities all or a portion of its rights by Landlord pursuant to this Article 15 shall be subject to and obligations under this Agreement, but conditioned upon the following: (i) each such assignment at the time of any proposed subletting or assignment, Tenant shall not be of a constant, and not a varying, percentage of all in default under any of the assigning Lender's rights and obligations under terms, provisions or conditions of this Agreement, unless otherwise consented to by the AgentLease; (ii) the amount of sublessee or assignee shall occupy only the commitment Leased Premises and outstanding Advances of conduct its business in accordance with the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 or the total amount of the remaining commitment and outstanding Advances of such Lender, except that an assignment to an existing Lender may be in an amount less than $5,000,000, Permitted Use; (iii) each if the rents, charges or other sums required to be paid by any such assignment sublessee or assignee exceed the rents, charges or other sums reserved hereunder, then Tenant shall pay to Landlord monthly the entire amount of such excess, which shall be to an Eligible Assignee, and deemed additional rent; (iv) the parties prior to each such assignment occupancy, Tenant and its assignee or sublessee shall execute execute, acknowledge and deliver to Landlord a fully executed counterpart of a written assignment of lease or sublease, as the Agentcase may be, for its acceptance and recording by the terms of which: (x) in case of an assignment, Tenant will assign to the Register, an Assignment and Acceptanceassignee Tenant’s entire interest in this Lease, together with all prepaid rents and security deposited hereunder, and the assignee will accept said assignment and assume and agree to perform, directly for the benefit of Landlord, all of the terms, covenants and conditions of this Lease on the Tenant’s part to be performed; or (y) in case of a subletting, the sublease in all respects will be subject and subordinate to all of the terms, covenants and conditions of this Lease and the sublessee thereunder will agree to be bound by and to perform all of the terms, covenants and conditions of this Lease on the Tenant’s part to be performed; (v) in the event of an assignment of this Lease or subletting of all or part of the Leased Premises, Tenant shall, at its expense, comply with all requirements of The Americans With Disabilities Act relating to the assignee or sublessee, as the case may be, and its business; (vi) notwithstanding any Note or Notes subject to such assignment or subletting under the terms of this paragraph, Tenant will not be released or discharged from any liability whatsoever under this Lease including the liability for payment of Minimum Rent, additional rent and a processing any other sums reserved hereunder and recordation fee payable will continue to the Agent of $2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and liable for all obligations of a Lender hereunder Tenant set forth herein with the same force and effect as though no assignment or sublease had been made and Tenant shall confirm same to Landlord: (vi) Tenant shall pay to Landlord Landlord’s administrative costs, overhead and attorneys’ fees in connection with such assignment or subletting, which costs, overhead and fees are now estimated at Five Hundred Dollars ($300); and (Bviii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto)other conditions as Landlord may impose.

Permitted Assignment. Each Lender Neither Party may assign to one and/or encumber this Agreement or more banks or assets related hereto without the prior written consent of the other entities all or a portion of Party. Notwithstanding the foregoing, (i) Ferring may assign its rights and obligations under this AgreementAgreement without the consent of Newco to any of its respective Affiliates, but (i) each provided that such assignment Affiliate shall be responsible for the performance of a constantthis Agreement by such Affiliate, and not a varying, percentage of all of the assigning Lender's and (ii) either Party may assign its rights and obligations under this Agreement, unless otherwise consented to by Agreement without the Agent; (ii) the amount consent of the commitment and outstanding Advances other Party as incident to the merger, consolidation, arrangement, amalgamation, reorganization or acquisition of stock or assets (either financial assets or intellectual property assets) affecting substantially all of its assets to which this Agreement relates or voting control of the assigning Lender being assigned pursuant Party, provided that that the acquiring party agrees to each be bound by the terms of this Agreement and that such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 or the total amount of the remaining commitment and outstanding Advances of such Lender, except that an assignment to an existing Lender may be in an amount less than $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent of $2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or Newco shall be duly authorized in accordance with the remaining portion provisions of the Unanimous Shareholders Agreement. For the avoidance of doubt, in the event of an assignment of this Agreement as permitted by this Section 8.02(ii), the assignment shall only be deemed valid where the assigning Lender's rights Party has ensured that the assignee acquiring party has agreed in writing by means of formal assignment or, where appropriate, by novation to the non-assigning Party that it will be bound by the terms of this Agreement and assume to all obligations under hereunder previously assumed to by the assigning Party. Solely where such unencumbered undertaking has been duly made in favor of the non-assigning Party shall the assigning Party be released from of any of its obligations hereunder. Upon receipt by Ferring from such assignee acquiring party that it has fully undertaken by binding assignment or novation as the case may be to be bound by all the obligations in favour of Ferring and its Affiliates as bind Newco and its Affiliates pursuant to this Agreement, Ferring agrees that Newco shall, upon execution of such Lender undertaking by such assignee acquiring party, be released from all of its obligations hereunder. Notwithstanding the same the assignor shall cease remain liable for all of its payment obligations hereunder up to be a party hereto)the assignment date.