Common use of Successors and Assigns Generally Clause in Contracts

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterparty, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 37 contracts

Samples: Credit Agreement (Accuray Inc), Credit Agreement (Appian Corp), Credit Agreement (TransMedics Group, Inc.)

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Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.6(d)11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 25 contracts

Samples: Credit Agreement and Security Agreement (Paylocity Holding Corp), Credit Agreement (Vertex, Inc.), Credit Agreement (New Jersey Resources Corp)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent Agent, the Collateral Agent, the Issuing Lender, the Swingline Lender and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.6(d), 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 10.6(e) (and any other attempted assignment or transfer by Borrower or any party hereto Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lendersother Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 24 contracts

Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Second Amendment and Restatement Agreement (Jacobs Entertainment Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.6(d)11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 11.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 15 contracts

Samples: Credit Agreement (Advanced Drainage Systems, Inc.), Credit Agreement (Steel Partners Holdings L.P.), Credit Agreement (Sl Industries Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterparty), except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 11 contracts

Samples: Credit Agreement (Fastly, Inc.), Credit Agreement (Fastly, Inc.), Senior Secured Credit Facilities Credit Agreement (Nerdwallet, Inc.)

Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the any Borrower nor any other Loan Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 8 contracts

Samples: Credit Agreement (Euronet Worldwide, Inc.), Credit Agreement (Euronet Worldwide, Inc.), Credit Agreement (Fresenius Medical Care AG & Co. KGaA)

Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph Subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph Subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 8 contracts

Samples: Credit Agreement (Griffin-American Healthcare REIT III, Inc.), Credit Agreement (Griffin-American Healthcare REIT IV, Inc.), Credit Agreement (Griffin-American Healthcare REIT III, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 7 contracts

Samples: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other (i) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent Agent, each L/C Issuer and each Lender, Lender (and any attempted assignment without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder hereunder, except (iA) to an assignee in accordance with the provisions of paragraph (bSection 11.06(b) of this Sectionor Section 11.06(i), (iiB) by way of participation in accordance with the provisions of Section 10.6(d11.06(d), or (iiiC) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 11.06(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agents, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 7 contracts

Samples: Credit Agreement (Element Solutions Inc), Credit Agreement (Element Solutions Inc), Credit Agreement (Element Solutions Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Bank and no Lender Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.11.2 [Assignments by Banks], (ii) by way of participation in accordance with the provisions of Section 10.6(d)11.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 11.11.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 11.11.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersBanks) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 7 contracts

Samples: Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes including any affiliate of this Section 10.6, shall include the Issuing Lender that issues any Cash Management Bank and Letter of Credit or that causes any Qualified CounterpartyLetter of Credit to be issued), except that neither none of the Borrower nor any Borrowers and the other Loan Party Parties may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 11.06(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 7 contracts

Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent Agent, the Issuing Banks and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 6 contracts

Samples: Credit Agreement (Nv Energy, Inc.), Credit Agreement (Nv Energy, Inc.), Credit Agreement (Nv Energy, Inc.)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 6 contracts

Samples: Credit Agreement (Cablevision Systems Corp /Ny), Credit Agreement (Madison Square Garden, Inc.), Credit Agreement (Cablevision Systems Corp /Ny)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each LenderLender (unless otherwise permitted pursuant to this Agreement), and and, subject to Section 10.07, no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of subsection Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersCredit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 6 contracts

Samples: Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except in connection with the joinder of a Loan Party in accordance with Section 7.12) without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersSecured Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 6 contracts

Samples: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each LenderLender (except as expressly contemplated by and in accordance with clause (ii) of the first proviso to Section 6.04), and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 6 contracts

Samples: Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp), Credit Agreement (Frontier Communications Corp)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 12.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.6(d)12.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 12.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 12.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 5 contracts

Samples: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.11.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.6(d)11.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 11.11.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 11.11.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp), Term Loan Credit Agreement (New Jersey Resources Corp)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Lenders and the LendersL/C Issuers) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 4 contracts

Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Seller nor any other Loan Seller-Related Party may assign or otherwise transfer any of its rights or obligations hereunder (including, in each case, by way of an LLC Division) without the prior written consent of the Administrative Agent and each Lender, Purchaser and no Lender Purchaser may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersPurchasers) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Centuri Holdings, Inc.), Receivables Purchase Agreement (Mativ Holdings, Inc.), Receivables Purchase Agreement (Rackspace Technology, Inc.)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Good Times Restaurants Inc.), Credit Agreement (ONE Group Hospitality, Inc.), Credit Agreement (Good Times Restaurants Inc)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other of the other Loan Documents without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 11.06(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (PTC Therapeutics, Inc.), Credit Agreement (PTC Therapeutics, Inc.), Credit Agreement (Harmony Biosciences Holdings, Inc.)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the that, subject to Section 2.14(d) and 8.02, no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph clause (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)clause (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this Section, or (iv) to an SPC in accordance with the provisions of clause (h) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph clause (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Wiley John & Sons, Inc.), Credit Agreement (Wiley John & Sons, Inc.), Credit Agreement (Wiley John & Sons, Inc.)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 3 contracts

Samples: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.), Credit Agreement (Madison Square Garden Co)

Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither of the Borrower Borrowers nor any other Loan Credit Party may assign or otherwise transfer any of its their rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph clause (b) of this SectionSection 11.3, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 10.6(d)11.3, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (e) of this Section 10.6(e) 11.3 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph clause (d) of this Section 11.3 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, which for purposes of this Section 10.6, 10.6 shall include any Cash Management Bank and any Qualified CounterpartyService Provider (as provider of Bank Services)), except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, which for purposes of this Section 10.6, 10.6 shall include any Cash Management Bank and any Qualified CounterpartyServices Provider (as provider of Bank Services)), except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Everyday Health, Inc.), Credit Agreement (Everyday Health, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes including any Affiliate of this Section 10.6, shall include the Issuing Bank that issues any Cash Management Bank and any Qualified CounterpartyLetter of Credit), except that neither the any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this AgreementAgreement or any other Loan Document, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted herebyhereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees Related Parties of each of the Administrative Agent Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Lufkin Industries Inc), Credit Agreement (Lufkin Industries Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(f), or (iv) to an SPC in accordance with the provisions of Section 11.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Ames True Temper, Inc.), Credit Agreement (Del Monte Foods Co)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes including any Affiliate of this Section 10.6, shall include the Issuing Bank that issues any Cash Management Bank and any Qualified CounterpartyLetter of Credit), except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Administrative Agent Borrower without such consent shall be null and each Lender, void) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void)12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted herebyhereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (dSection 12.04(c)) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (QR Energy, LP), Credit Agreement (QR Energy, LP)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Bank and no Lender Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.8.2 [Assignments by Banks], (ii) by way of participation in accordance with the provisions of Section 10.6(d)11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersBanks) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Revolving Credit Facility (Big Lots Inc), Credit Agreement (Big Lots Inc)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that (other than as provided in Section 7.04) neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f) (and and, subject to the last sentence of Section 10.06(b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 10.06(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that that, other than in a transaction permitted under Section 6.04 or 7.02 hereof, neither the Borrower Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that (other than as provided in Section 7.04) neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(f) (and and, subject to the last sentence of Section 11.06(b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 11.06(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (including, in each case, by way of an LLC Division) without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.8, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.6(d)11.8, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section 10.6(e) 11.8 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 11.8 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby; provided that, except that in accordance with Section 7.04 or 7.05, neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Nu Skin Enterprises, Inc.), Credit Agreement (Nu Skin Enterprises Inc)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of CHAR1\935816v6 participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc)

Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Credit Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, each L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 2 contracts

Samples: Credit Agreement (American Healthcare REIT, Inc.), Credit Agreement (American Healthcare REIT, Inc.)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, of the Lenders and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment assignment, or grant of a security interest interest, subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Borrower-Related Party may assign or otherwise transfer any of its rights or obligations hereunder (including, in each case, by way of an LLC Division) without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Receivables Financing Agreement (Sabre Corp), Receivables Financing Agreement (Sabre Corp)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 2 contracts

Samples: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party the Servicer may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender( in the case of the Servicer, except as expressly permitted pursuant to Section 8.02(b)) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 11.06(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Nuveen Churchill Private Capital Income Fund), Credit Agreement (Nuveen Churchill Private Capital Income Fund)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Loan Agreement (Akumin Inc.), Credit Agreement (Akumin Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that (other than as not prohibited by Section 7.04) neither the Borrower nor any other Loan Party the Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Istar Inc.), Credit Agreement (Safehold Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party Restricted Person may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent or the Canadian Administrative Agent, as applicable, and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each Affiliates of the Administrative Agent Agents, the LC Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains All American Pipeline Lp)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.8.2 [Assignments by Xxxxxxx], (ii) by way of participation in accordance with the provisions of Section 10.6(d)11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Armstrong Coal Company, Inc.), Credit Agreement (Armstrong Energy, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that that, subject to Section 2.14(d) and 8.04, neither the Company nor a Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Albemarle Corp), 364 Day Credit Agreement (Albemarle Corp)

Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Borrowers nor any other Loan Credit Party may assign or otherwise transfer any of its their respective rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Tempur Pedic International Inc)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyor thereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, except pursuant to Section 7.04 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Fabrinet)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6β€Ž10.6, shall include any Cash Management Bank and any Qualified Counterparty, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(dβ€Ž10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(eβ€Ž10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Moneylion Inc.)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the U.S. Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder (except in accordance with Section 6.4(f)) without the prior written consent of the Administrative each Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 9.4(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d), Sections 9.4(e) and (f) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e9.4(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dsection 9.4(e) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agents, the Issuing Lenders, the FCI Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (SPX Technologies, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Seller nor any other Loan Seller- Related Party may assign or otherwise transfer any of its rights or obligations hereunder (including, in each case, by way of an LLC Division) without the prior written consent of the Administrative Agent and each Lender, Purchaser and no Lender Purchaser may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersPurchasers) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Kinetik Holdings Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Bank and no Lender Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.11.2 [Assignments by Banks], (ii) by way of participation in accordance with the provisions of Section 10.6(d)11.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 11.11.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.Section

Appears in 1 contract

Samples: Credit Agreement (Triumph Group Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that that, other than pursuant to Article 13 hereof, neither the Borrower nor any other Loan Party Subsidiary may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.5, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.6(d), 11.5 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 10.6(e) 11.5 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 11.5 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Gray Television Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that (x) neither the Borrower nor any other Loan Party Restricted Person may assign or otherwise transfer any of its rights or obligations hereunder under any Loan Document without the prior written consent of the Administrative Agent and each Lender, and (y) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Sectionsection, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(esubsection (e) of this section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy remedy, or claim under or by reason of this Agreement, and except for the foregoing Persons there are no third party beneficiaries to this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Acacia Research Corp)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterparty), except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each LenderLender (it being understood and agreed that a merger, consolidation, amalgamation or other similar transaction permitted by this Agreement shall not constitute an assignment by a Loan Party), and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) ), to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.this

Appears in 1 contract

Samples: First Amendment (Pagaya Technologies Ltd.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterparty), except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each LenderLender (it being understood and agreed that a merger, consolidation, amalgamation or other similar transaction permitted by this Agreement shall not constitute an assignment by a Loan Party), and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) ), to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.167 #97570842v91

Appears in 1 contract

Samples: Credit Agreement (Pagaya Technologies Ltd.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph clause (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)clause (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this Section, or (iv) to an SPC in accordance with the provisions of clause (h) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph clause (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Wiley John & Sons Inc)

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Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Ansys Inc)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.. 132 MSG – Credit Agreement (2014)

Appears in 1 contract

Samples: Credit Agreement (Madison Square Garden Co)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither none of the Borrower nor Borrowers or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Rayovac Corp)

Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither of the Borrower Borrowers nor any other Loan Credit Party may assign or otherwise transfer any of its their rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Speedway Motorsports Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan no Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender (except as otherwise permitted under Section 7.05) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(eor (iv) by way of an Administrative Agent Assignment (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (World Wrestling Entertainmentinc)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.. 183

Appears in 1 contract

Samples: Credit Agreement (AMC Networks Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent ) and each Lender, Lender (except in connection with a transaction permitted under Section 7.03 in accordance with the terms thereof) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (e) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (g) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (de) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Watson Pharmaceuticals Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except (i) that neither the Borrower Seller nor any other Loan Seller-Related Party may assign or otherwise transfer any of its rights or obligations hereunder (including, in each case, by way of an LLC Division) without the prior written consent of the Administrative Agent and (ii) each Lender, Purchaser and no Lender Purchaser may assign or otherwise transfer any of its rights or obligations hereunder except (ix) to an assignee in accordance with the provisions of paragraph clause (b) of this Sectionbelow, (iiy) by way of participation in accordance with the provisions of Section 10.6(d)clause (b) below, or (iiiz) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(eclause (e) below (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph clause (d) of this Section below and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersPurchasers) any legal or equitable right, remedy or claim under or by reason of this Agreement.. 127256974\V-8

Appears in 1 contract

Samples: Receivables Purchase Agreement (Vestis Corp)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section 10.6(eor (iv) to an SPC in accordance with the provisions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto thereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Carrols Restaurant Group, Inc.)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent Agent, the Lead Arranger and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Lead Arranger, and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Term Loan Agreement (LIVE VENTURES Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby hereby; provided that (whichi) except to the extent occurring as a direct result of the Demutualization, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterparty, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and (ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (iA) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (iiB) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iiiC) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (CBOE Holdings, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSECTION 10.06(B), (iiII) by way of participation in accordance with the provisions of Section 10.6(dSECTION 10.06(D), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(eSECTION 10.06(F), or (iv) to an SPC in accordance with the provisions of SECTION 10.06(H) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Tupperware Brands Corp)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower EMS nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the applicable Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Domestic Administrative Agent Agent, the Canadian Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Ems Technologies Inc)

Successors and Assigns Generally. The provisions of this Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(e) (and any other 129 CHAR1\1550647v12 attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (de) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Syndicated Facility Agreement (Genuine Parts Co)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Tetra Tech Inc)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto 90 CHAR1\2011656v6 and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Phillips Edison & Company, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes including any affiliate of this Section 10.6, shall include the Issuing Lender that issues any Cash Management Bank and Letter of Credit or that causes any Qualified CounterpartyLetter of Credit to be issued), except that neither none of the Borrower nor any Borrowers and the other Loan Party Parties may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.06(b), (ii) by way of participation in accordance with 128 the provisions of Section 10.6(d11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 11.06(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Leslie's, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.136 158477613_2174043865_5

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Stericycle Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterparty, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) , to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Bill.com Holdings, Inc.)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer transfer, except as permitted by Section 7.04, any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Intermediary and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Tejon Ranch Co)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.. MSGN – A&R Credit Agreement (2019)

Appears in 1 contract

Samples: Credit Agreement (Sphere Entertainment Co.)

Successors and Assigns Generally. The provisions of this Agreement Agreement, including all covenants, promises and agreements by or on behalf of any party there are contained herein, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.04(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.04(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.04(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 10.04(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Facility Agreement (Xylem Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its their rights or obligations hereunder without the prior written consent of the Administrative Agent and [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 12.05(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d12.05(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e12.05(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (dSection 12.05(d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Sunrun Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 11.06(b), (ii) by way of participation in accordance with the provisions 138 of Section 10.6(d11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e11.06(f), or (iv) to an SPC in accordance with the provisions of Section 11.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Ames True Temper, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent CHAR1\1376580v5 expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Sonoco Products Co)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Bank and no Lender Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.11.2 [Assignments by Banks], (ii) by way of participation in accordance with the provisions of Section 10.6(d)10.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 10.11.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 10.11.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersBanks) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Revolving Credit Facility (Triumph Group Inc)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Madison Square Garden Entertainment Corp.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Cablevision Systems Corp /Ny)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 12.8.2 [Assignments by Xxxxxxx], (ii) by way of participation in accordance with the provisions of Section 10.6(d)12.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 12.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 12.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Foster L B Co)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns - 133 - 1808964.02A-NYCSR03A - MSWLEGAL_1:80104430.16 permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, the Majority Lenders and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b2) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)paragraph (6) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (8) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d6) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Open Text Corp)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes including any Affiliate of this Section 10.6, shall include the Issuing Bank that issues any Cash Management Bank and any Qualified CounterpartyLetter of Credit), except that neither the Borrower nor any other Loan Party Borrowers may not assign or otherwise transfer any of its their rights or obligations hereunder without the prior written consent of the Administrative Agent Agent, Issuing Bank and each Lender (other than a Defaulting Lender, ) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 12.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d12.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e12.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Revolving Credit Agreement (FelCor Lodging LP)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes including any Affiliate of this Section 10.6, shall include each Issuing Bank that issues any Cash Management Bank and any Qualified CounterpartyLetter of Credit), except that neither the that: (i) Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent Agent, each Issuing Bank and each Lender, and ; (ii) [Reserved] (iii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph clause (b) of this SectionSection 10.04, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 10.6(d), 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(eclause (f) (and any of this Section. Any other attempted assignment or transfer by any party hereto Loan Party shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph clause (d) of this Section Section, any Affiliate of each Issuing Bank that issues a Letter of Credit and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lendersother Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Nabors Industries LTD)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterparty, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.in

Appears in 1 contract

Samples: Credit Agreement (Kaltura Inc)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon upon, and inure to the benefit of of, the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the no Borrower nor any other Loan Party may assign or otherwise transfer any of its respective rights or obligations hereunder or thereunder (except in accordance with Section 6.4(f)) without the prior written consent of the Administrative each Agent and each Lender, and no Lender may assign or otherwise transfer any of its respective rights or obligations hereunder except except: (i) to an assignee in accordance with the provisions of paragraph clause (b) of this Section, below; (ii) by way of participation in accordance with the provisions of Section 10.6(d), clauses (e) and (f) below; or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(eclause (g) below (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph clause (de) of this Section below, and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agents, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (SPX FLOW, Inc.)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.6(d10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e10.06(f) or (iv) to an SPC in accordance with the provisions of Section 10.06(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Encore Medical Corp)

Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither of the Borrower Borrowers nor any other Loan Credit Party may assign or otherwise transfer any of its their rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Speedway Motorsports Inc)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except in connection with the joinder of a Loan Party in accordance with Section 7.12) without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.6(d)subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersSecured Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.. ​

Appears in 1 contract

Samples: Credit Agreement (Ferroglobe PLC)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Canadian Agent and each Lender, Bank and no Lender Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this SectionSection 10.8.2 [Assignments by Banks], (ii) by way of participation in accordance with the provisions of Section 10.6(d)10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.6(e) 10.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 10.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Canadian Agent and the LendersBanks) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Revolving Credit Facility (Big Lots Inc)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby (which, for purposes of this Section 10.6, shall include any Cash Management Bank and any Qualified Counterpartyhereby, except that neither the Borrower nor any other Loan Party Borrowers may not assign or otherwise transfer any of its their rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph subsection (b) of this Section, (ii) by way of CHAR1\1829960v3 participation in accordance with the provisions of subsection (d) of this Section 10.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.6(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Fleetcor Technologies Inc)

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