Sale or Assignment. (a) Each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it and the Note or Notes held by it); provided that
(i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement;
(ii) except in the case of an assignment of all of a Bank’s rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, the aggregate amount of the Loans being NEWY1\8114089.7 assigned to such assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000;
(iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date;
(iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks);
(v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon...
Sale or Assignment. This Agreement cannot be sold, assigned, or subleased. It is personal to Tenant and based upon Landlord’s review of Tenant’s application and references. Any attempted sale, assignment, or sublease shall be void and shall constitute a default under this Lease.
Sale or Assignment. The Members agree that if either one of them makes a sale or assignment of its Ownership Interest under the Agreement, and such sale or assignment causes a termination under Section 708(b)(1)(B) of the Code, the terminating Member shall indemnify the non-terminating Member and save it harmless on an after-tax basis for any increase in taxes to the non-terminating Member caused by the termination of the Company.
Sale or Assignment. The Buyer shall neither sell nor assign any of its rights or obligations hereunder, nor resell the Obsolete Vessel, without the prior written consent of the Contracting Officer. The Buyer shall advise the Government as to the location at which the Obsolete Vessel will be dismantled and the identity of the dismantler. When evaluating the request for sale or assignment, the Contracting Officer may require the New Buyer or Assignee to submit for Government approval any information that would have been required if the New Buyer or Assignee were an original Buyer of the Obsolete Vessel, including but not limited to a Technical Compliance Plan.
Sale or Assignment. The Bank may assign its rights hereunder and under each other International Loan Document and the Liens granted pursuant to the International Security Documents only to Ex-Im Bank in accordance with the terms and conditions of the Ex-Im Bank Guaranty. Notwithstanding the foregoing, the Bank may assign, transfer, negotiate, sell or participate all or part of its interests and rights in the Letters of Credit to an Affiliate or Subsidiary of the Bank, provided that the Bank retains all obligations under the Ex-Im Bank Guaranty with respect to Ex-Im Bank and the International Loan Documents.
Sale or Assignment. Neither party shall assign their rights or delegate their duties under this Agreement, in whole or in part, without first receiving written consent from the other party hereto, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Supplier shall be entitled to assign this Agreement in full to GPM Petroleum LP or any wholly-owned subsidiary of GPM Petroleum LP without the prior written consent of Purchaser by providing notice to Purchaser.
Sale or Assignment. Until the Date of Transfer, the Purchaser shall not be entitled to sell the Unit or Exclusive Use Areas or to sell, cede or assign the Purchaser's rights under this Agreement to any third party, without the prior written consent of the Seller, which consent will be subject to the Seller approving the terms of the subsequent sale agreement and to the subsequent purchaser agreeing to be bound to the Seller in the same manner as provided for in this Agreement and provided that the subsequent Purchaser gives the Seller the same proxy rights as are granted in clause 20 hereof. If required by the Seller, a clause to this effect shall be inserted in the Title Deeds of the Unit. The Purchaser undertakes to use the standard re-sale agreement prepared by the Seller’s Conveyancers.
Sale or Assignment. The Lender reserves the right, in its sole discretion, without notice to the Borrower, or any of the other Parties, to sell participants or assign its interest, or both, in all or any part of the Loan evidenced by this Agreement, or the other Loan
Sale or Assignment. Buyer will not assign or transfer this Agreement without the prior written consent of FFEI and any attempted assignment or transfer in violation of the foregoing will be null and void. Notwithstanding the foregoing, Buyer may sell or transfer any Product to any third party (a “Transferee”) as contemplated in the Acknowledgement, provided such transfer or assignment otherwise complies with the requirements of this Agreement, including the requirements of Sections 8 and 9, and the Transferee agrees to be bound by the restrictions contained in this Agreement. The Transferee shall not have any rights under this Agreement and shall not be a third party beneficiary for any purpose.
Sale or Assignment. Except as expressly permitted by the Credit Agreement and the other Loan Documents and/or upon receipt of written instructions from Security Agent, the Guarantor will not sell, assign, transfer or otherwise dispose of the Equipment or the other Collateral (or any portion thereof).
