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, 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 Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 6 contracts
Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Meridian Bioscience Inc), Credit Agreement (Meridian Bioscience 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 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 Section 11.8.4 10.8.4 [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 6 contracts
Samples: Revolving Credit Facility (Rti International Metals Inc), Credit Agreement (Under Armour, Inc.), Credit Agreement (Under Armour, 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, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder (except in a transaction not prohibited by Section 7.04) 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: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment or grant of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (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 subsection (d) of this Section 11.8.4 [Participations] 10.06 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 and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, 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, 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 and any such assignment without such consent shall be null and void and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 11.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06 (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 subsection (d) of this Section 11.8.4 [Participations] 11.06 and, to the extent expressly contemplated hereby, the Indemnitees and 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 6 contracts
Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Parent 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 (other than in connection with a transaction permitted by Section 8.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations]11.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06 (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 subsection (d) of this Section 11.8.4 [Participations] 11.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent each Agent, L/C Issuer and the LendersLender) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns permitted hereby, 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 other than in connection with a Reorganization permitted by Section 7.3 hereof and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]10.3(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]10.3(d), (iii) to an SPV in accordance with the provisions of Section 10.3(g), or (iiiiv) by way of a pledge or assignment of its Loans hereunder to a security interest subject to the restrictions Federal Reserve Bank in support of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] borrowings made by such Lender from such Federal Reserve Bank (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 subsection (d) of this Section 11.8.4 [Participations] 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 (Autozone Inc), Credit Agreement (Autozone Inc), Credit Agreement (Autozone 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, except that neither that, except as otherwise provided herein (including without limitation as permitted under Section 7.04) 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (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 6 contracts
Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group 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, except that 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 (other than a Defaulting Lender) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 subsection (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 5 contracts
Samples: Credit Agreement (Mid-Con Energy Partners, LP), Credit Agreement (Mid-Con Energy Partners, LP), Credit Agreement (Mid-Con Energy Partners, LP)
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, 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: or under any other Loan Documents except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 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 AgreementAgreement or any other Loan Document, whether 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 subsection (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 LendersIndemnitees) any legal or equitable right, remedy or claim under or by reason of this AgreementAgreement or any other Loan Document.
Appears in 5 contracts
Samples: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.)
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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 (g) of this Section 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 subsection (d) of this Section 11.8.4 [Participations] 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 5 contracts
Samples: Credit Agreement (Vontier Corp), Credit Agreement (Fortive Corp), Credit Agreement (Vontier 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, except that neither the Borrower nor any other Loan Party may not 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and voidvoid except as expressly set forth herein). 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 Section 11.8.4 [Participations] paragraph (d) of this Section, Indemnitees 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 (Chesapeake Utilities Corp), Credit Agreement (Chesapeake Utilities Corp), Credit Agreement (Chesapeake Utilities Corp)
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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]11.06(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06(f) (and and, except for any assignment subject to the terms of Section 11.06(j), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this AgreementAgreement and the other Loan Documents, 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 clause (d) of this Section 11.8.4 [Participations] 11.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, each L/C Issuer, each Lender and the Lenderseach Arranger) any legal or equitable right, remedy or claim under or by reason of this AgreementAgreement or the other Loan Documents.
Appears in 5 contracts
Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (Vici Properties Inc.), Credit Agreement (MGM Growth Properties Operating Partnership 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, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder (including by way of an LLC Division) 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 11.8(b) [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 11.8.4 11.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 11.8(e) [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 Section 11.8.4 11.8(d) [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: Term Loan Agreement (Ipalco Enterprises, Inc.), Term Loan Agreement (Dayton Power & Light Co), Term Loan Agreement (Ipalco Enterprises, 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, 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 (except in a transaction not prohibited by Section 7.04) 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: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment or grant of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (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 subsection (d) of this Section 11.8.4 [Participations] 10.06 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 5 contracts
Samples: Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, 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, except (i) 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 Lender (other than pursuant to the Borrower Merger) and each Lender and no (ii) the Lender may not assign or otherwise transfer any of its rights or obligations hereunder except: or thereunder except (iA) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]9.06(b), (iiB) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], 9.06(c) or (iiiC) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 9.06(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 Section 11.8.4 [Participations] 9.06(b) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersLender) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 5 contracts
Samples: Credit Agreement (Beneficient Co Group, L.P.), Subordination Agreement (Beneficient Co Group, L.P.), Loan Agreement (GWG 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 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 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 5 contracts
Samples: Revolving Credit Facility (Finish Line Inc /In/), Revolving Credit Facility Credit Agreement (Finish Line Inc /In/), Credit Agreement (Country Fair 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, except that neither the Borrower nor any other Loan Party Letter of Credit Obligor 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: except (i) to an assignee or Qualified Institutional Buyer in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (d) of this Section 11.8.4 [Participations] 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 5 contracts
Samples: Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 11.8.2 [Assignments by Lenders]10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 11.8.4 [Participations], 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto Borrower 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 11.8.4 [Participations] 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 5 contracts
Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc), Credit Agreement (Ducommun Inc /De/)
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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], 11.06(b) or (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], 11.06(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06(f) (and and, except for any assignment subject to the terms of Section 11.06(i), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this AgreementAgreement and the other Loan Documents, 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 clause (d) of this Section 11.8.4 [Participations] 11.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, each L/C Issuer, each Lender and the Lenderseach Arranger) any legal or equitable right, remedy or claim under or by reason of this AgreementAgreement or the other Loan Documents.
Appears in 5 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 11.9.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 11.9.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 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 Section 11.8.4 11.9.4 [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 (Crocs, Inc.), Credit Agreement (Crocs, Inc.), Credit Agreement (Crocs, 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, except that neither the that, other than as expressly contemplated herein, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]9.04, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 9.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 9.04 (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 subsection (d) of this Section 11.8.4 [Participations] 9.04 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 4 contracts
Samples: Credit Agreement (Genpact LTD), Credit Agreement (Genpact LTD), Amendment No. 1 (Genpact LTD)
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, except that neither the Borrower nor any other no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (it being understood that a merger or consolidation not prohibited by this Agreement shall not constitute an assignment or transfer) or under any other Loan Document 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: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of subsection Section 11.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06(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 subsection (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 LendersCredit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Macy's, Inc.), Credit Agreement (Foot Locker, Inc.), Credit Agreement (Macy's, 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, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except pursuant to a transaction expressly permitted 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(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 subsection (d) of this Section 11.8.4 [Participations] 10.06 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 4 contracts
Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings 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, except that neither the Parent nor 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: except (i) to an assignee in accordance with the provisions of clause (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06, or (iv) to an SPC in accordance with the provisions of clause (g) of this Section 10.06 (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 clause (d) of this Section 11.8.4 [Participations] 10.06 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 (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 4 contracts
Samples: Credit Agreement (Stoneridge Inc), Credit Agreement (Healthcare Services Group Inc), Credit Agreement (Stoneridge 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (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 subsection (d) of this Section 11.8.4 [Participations] 10.06 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 4 contracts
Samples: Credit Agreement (Watts Water Technologies Inc), Credit Agreement (Watts Water Technologies Inc), Credit Agreement (Watts Water 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, 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 Agent, the L/C Issuer, the Swing Line Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 10.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (and any other attempted assignment or transfer by any party hereto hereto, except as set forth in Section 10.06(h)(i), 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 subsection (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 Lendersother Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals 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, except that neither the Borrower nor any other Loan Party may not assign or otherwise transfer any of its rights or obligations hereunder (except as contemplated by Section 5.02(c)) 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: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]8.07, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 8.07 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 8.07 (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 subsection (d) of this Section 11.8.4 [Participations] 8.07 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: Term Loan Agreement, Term Loan Agreement (Abbott Laboratories), Term Loan Agreement (Abbott Laboratories)
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, except that (other than as permitted pursuant to Section 7.03), 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: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], 10.06(b); (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], 10.06(d); or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 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 (i) the parties hereto, (ii) their respective successors and assigns permitted hereby, (iii) Participants to the extent provided in clause (d) of this Section 11.8.4 [Participations] and, and (iv) 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 4 contracts
Samples: Credit Agreement (Meredith Corp), Credit Agreement (Time Inc.), Credit Agreement (Time 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, 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 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 Section 11.8.2 [Assignments by LendersXxxxxxx], ,
(ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or or
(iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 4 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources 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, 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 (each such consent not to be unreasonably withheld or delayed) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]11.07(b), (ii) in the case of any assignee that, immediately prior to or upon giving effect to such assignment, is an Affiliated Lender, Section 11.07(d), (iii) in the case of any assignee that is Holdings or any of its Subsidiaries, Section 11.07(d), (iv) in the case of any assignee that is a Debt Fund Affiliate, Section 11.07(i), (v) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]11.07(e), or (iiivi) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.07(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 subsection (d) of this Section 11.8.4 [Participations] 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 4 contracts
Samples: Credit Agreement (American Renal Associates Holdings, Inc.), Credit Agreement (American Renal Associates Holdings, Inc.), First Lien Credit Agreement (American Renal Associates 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, 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 as otherwise permitted pursuant to Section 7.3) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 clause (d) of this Section 11.8.4 [Participations] 10.7 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 (Cemex Sab De Cv), Credit Agreement (Cemex Sab De Cv), Credit Agreement (Cemex Sab De Cv)
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 their respective successors and assigns permitted hereby, 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 (other than pursuant to a transaction permitted by Section 7.04) and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (d) of this Section 11.8.4 [Participations] 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 4 contracts
Samples: Credit Agreement (Unifirst Corp), Credit Agreement (Unifirst Corp), Credit Agreement (Unifirst 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and and, subject to the last sentence of the immediately following subsection (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 subsection (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 4 contracts
Samples: Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)
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, except that neither that, other than as expressly provided in Section 7.02(a), the Borrower nor any other Loan Party may shall not 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 shall assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 11.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06 (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 subsection (d) of this Section 11.8.4 [Participations] 11.06 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: 364 Day Revolving Credit Agreement (Amazon Com Inc), 364 Day Revolving Credit Agreement (Amazon Com Inc), Term Loan Agreement (Amazon Com 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, 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 Lender (unless otherwise permitted pursuant to this Agreement), and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (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 LendersCredit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement. Notwithstanding the foregoing, in no event shall the Agent be obligated to ascertain, monitor or inquire as to whether any Person is a Disqualified Lender.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (Lands' End, Inc.), Term Loan Credit Agreement (Lands' End, Inc.), Term Loan Credit Agreement (Galaxy Gaming, 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, except that neither the Borrower nor any other Loan Party 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 11.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06 (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 subsection (e) of this Section 11.8.4 [Participations] 11.06 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 (Establishment Labs Holdings Inc.), Credit Agreement (Establishment Labs Holdings Inc.), Credit Agreement (Establishment Labs 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of clause (b) of this Section 11.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 11.8.4 [Participations]11.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (e) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06, or (iv) by way sale to the Borrower in accordance with the provisions of clause (g) of this Section 11.06 (and any other attempted assignment or transfer by any party hereto shall be null and voidvoid ab initio). 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 clause (d) of this Section 11.8.4 [Participations] 11.06 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 3 contracts
Samples: Credit Agreement (Everi Holdings Inc.), Credit Agreement (Everi Holdings Inc.), Credit Agreement (Everi 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, except that neither the (other than as provided in Section 7.04) 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and and, subject to the last sentence of subsection (b) below, 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 subsection (d) of this Section 11.8.4 [Participations] 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 3 contracts
Samples: Credit Agreement (Mohawk Industries Inc), 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, except the Indemnitees and to the extent provided in Section 11.13 each other Secured Party, provided that (x) 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 (y) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]12.07, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 12.07 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 12.07 (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 subsection (d) of this Section 11.8.4 [Participations] and12.07, the Indemnitees and to the extent expressly contemplated hereby, the Related Parties of provided in Section 11.13 each of the Administrative Agent and the Lendersother Secured Party) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Mesa Air Group Inc), Credit and Guaranty Agreement (AdaptHealth Corp.), Credit and Guaranty Agreement (AdaptHealth 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 11.11.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 11.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 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 Section 11.8.4 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 3 contracts
Samples: Revolving Credit Facility (Federated Investors Inc /Pa/), Credit Agreement (Federated Investors Inc /Pa/), Credit Agreement (Federated Investors Inc /Pa/)
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 herebyhereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that neither the Borrower nor any other Loan Party Designated Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent Agent, each Issuing Bank, the Swingline Lender and each Lender (and any attempted assignment or transfer by the Borrower or any Designated Borrower without such consent shall be null and void) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06 (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, the Arrangers, the Syndication Agents, the Documentation Agents, their respective successors and assigns permitted herebyhereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants to the extent provided in subsection (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, each Issuing Bank, the Swingline Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 3 contracts
Samples: Credit and Guarantee Agreement (PayPal Holdings, Inc.), Credit Agreement (Cognizant Technology Solutions Corp), Credit Agreement (Ebay 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, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except pursuant to a transaction expressly permitted 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06(f) or (iv) to an SPC in accordance with the provisions of Section 10.06(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 subsection (d) of this Section 11.8.4 [Participations] 10.06 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 (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, 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, except that neither the Borrower nor any other Loan Party Borrowers 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], 10.06(b) or (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii10.06(d) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 subsection (i) of this Section 11.8.4 [Participations] 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 3 contracts
Samples: Abl Credit Agreement (Ciena Corp), Abl Credit Agreement (Ciena Corp), Abl Credit Agreement
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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 10.8(b) [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 10.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 10.8(f) [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 Section 11.8.4 10.8(d) [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 3 contracts
Samples: Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce Inc), Credit Agreement (Gsi Commerce 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, 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 Lending Party, and neither Swing Line Lender and no nor any 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 subsection (b) of this Section 11.8.2 [Assignments by Lenders], 10.06; (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 10.06; or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (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 subsection (d) of this Section 11.8.4 [Participations] 10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenderseach Lending Party) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Titan Machinery Inc.), Credit Agreement (Ciber Inc), Credit Agreement (Titan Machinery 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, 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 any purported assignment or transfer by the Borrower in violation of the foregoing shall be null and void. Any Lender may at any time assign or otherwise transfer any of its rights or obligations hereunder except: without the consent of Borrower (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]12.6(b), (ii) by way of participation to an Eligible Assignee in accordance with the provisions of Section 11.8.4 [Participations]12.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 12.6(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 for in Section 11.8.4 [Participations] 12.6(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenderseach Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 3 contracts
Samples: Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement (Cresco Labs Inc.), Senior Secured Term Loan Agreement (Cresco Labs 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 11.11.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 11.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 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 Section 11.8.4 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 3 contracts
Samples: Credit Agreement (Covance Inc), Credit Agreement (Federated Investors Inc /Pa/), Revolving Credit Facility (Covance 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, 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 (except by operation of law or to the extent permitted hereunder) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]subsection (d) of this Section, or and (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 subsection (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 3 contracts
Samples: Credit Agreement (Invesco Ltd.), Five Year Credit Agreement (Invesco Ltd.), Credit Agreement (Amvescap PLC/London/)
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, 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: (other than in the case of the Borrower or any other Loan Party to the extent expressly permitted under Section 7.04) except (i) to an assignee in accordance with the provisions of clause (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06, (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 clause (d) of this Section 11.8.4 [Participations] 10.06 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. Notwithstanding any other provision set forth in this Section 10.06 or otherwise, the Lenders shall not be permitted to assign their Commitments prior to the Closing Date.
Appears in 3 contracts
Samples: Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and and, subject to the last sentence of this 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 subsection (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the L/C Arranger 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 (Adeptus Health Inc.), Credit Agreement (Adeptus Health Inc.), Credit Agreement (Adeptus Health 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, 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: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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). No such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons. 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 subsection (d) of this Section 11.8.4 [Participations] 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 3 contracts
Samples: Credit Agreement (Atlantic Power Corp), Credit Agreement (Atlantic Power Corp), Credit Agreement (Atlantic Power Corp)
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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 11.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06 (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 subsection (d) of this Section 11.8.4 [Participations] 11.06 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 (Greenbrook TMS Inc.), Credit Agreement (Greenbrook TMS Inc.), Credit Agreement (Greenbrook TMS 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 3 contracts
Samples: Revolving Credit Agreement (Steel Partners Holdings L.P.), Credit Agreement (Steel Partners Holdings L.P.), Credit Agreement (Om 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, 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 the Lender may not assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 10.8.2 [Assignments by LendersLender], (ii) by way of participation in accordance with the provisions of Section 11.8.4 10.8.3 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 10.8.4 [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 Section 11.8.4 10.8.3 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the LendersLender) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Park Electrochemical Corp), Revolving Credit Agreement (EPAM Systems, Inc.), Credit Agreement (Park Electrochemical 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, 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, the Collateral Agents, the Issuing Bank, the Swingline Lenders and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 11.8.2 [Assignments by Lenders]11.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 11.8.4 [Participations], 11.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] (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 11.8.4 [Participations] 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 3 contracts
Samples: Credit Agreement (Linens N Things Inc), Credit Agreement (LNT Leasing II, LLC), Credit Agreement (Linens N Things 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, 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 (and any attempted assignment by the Borrower without such consent shall be null and void) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (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 subsection (d) of this Section 11.8.4 [Participations] 10.06 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 (Tortoise Pipeline & Energy Fund, Inc.), Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.), Credit Agreement (Tortoise Energy Infrastructure 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, 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 other than in accordance with Section 9.06 hereof 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: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) below, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], subsection (d) below or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] subsection (and f) below (and, subject to the last sentence of subsection (b) below, 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 Section 11.8.4 [Participations] the immediately following subsection (d) 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 (General Growth Properties, Inc.), Credit Agreement (General Growth Properties, Inc.), Credit Agreement (General Growth Properties, 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, 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 Agent, the L/C Issuer, the Swing Line Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 10.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by the 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 (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (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 Lendersother Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Medassets Inc), Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Medassets 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, except that other than pursuant to a transaction permitted under Section 7.04 (it being understood that any waiver with respect to Section 7.04 only requires the consent of Required Lenders) 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 Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06(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 Section 11.8.4 [Participations] 10.06(d) 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 3 contracts
Samples: Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of clause (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06, or (iv) to an SPC in accordance with the provisions of clause (g) of this Section 10.06 (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 clause (d) of this Section 11.8.4 [Participations] 10.06 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 3 contracts
Samples: Refinancing Amendment (Sandridge Energy Inc), Refinancing Amendment (Sandridge Energy Inc), Credit Agreement (Sandridge Energy 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, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except in a transaction not prohibited by Section 7.04) 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: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment or grant of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (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 subsection (d) of this Section 11.8.4 [Participations] 10.06 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 3 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 subsection (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 3 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, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, 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 Section 11.8.2 [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 3 contracts
Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy Co), Credit Agreement (Hallador Energy 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, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except pursuant to a transaction expressly permitted 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06(f), or (iv) to an SPC in accordance with the provisions of Section 10.06(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 subsection (d) of this Section 11.8.4 [Participations] 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 (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings 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, 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 (except that the Company may effect or enter into transactions not prohibited by Section 7.03) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (d) of this Section 11.8.4 [Participations] 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 3 contracts
Samples: Credit Agreement (Stryker Corp), Credit Agreement (Stryker Corp), Credit Agreement (Stryker 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, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (other than, in the case of a Loan Party, pursuant to a transaction expressly permitted under Section 7.04(a), (b), (e), or 7.05(h) 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]11.06(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06(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 subsection (d) of this Section 11.8.4 [Participations] 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: Amended and Restated Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (d) of this Section 11.8.4 [Participations] 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 (Flextronics International Ltd.), Credit Agreement (Flextronics International Ltd.), Credit Agreement (Flextronics International Ltd.)
Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns permitted hereby, 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 other than in connection with a Reorganization permitted by Section 7.3 hereof and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]10.3(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]10.3(d), (iii) to an SPV in accordance with the provisions of Section 10.3(g), or (iiiiv) by way of a pledge or assignment of its Loans hereunder to a security interest subject to the restrictions Federal Reserve Bank in support of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] borrowings made by such Lender from such Federal Reserve Bank (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 subsection (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 Credit Agreement.
Appears in 3 contracts
Samples: 364 Day Credit Agreement (Autozone Inc), 364 Day Credit Agreement (Autozone Inc), 364 Day Credit Agreement (Autozone 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 10.8.5 [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 Section 11.8.4 10.8.4 [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 3 contracts
Samples: Credit Agreement (Black Box Corp), Credit Agreement (Black Box Corp), Revolving Credit Agreement (EPAM Systems, 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 11.8(b) [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 11.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 11.8(e) [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 Section 11.8.4 11.8(d) [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 3 contracts
Samples: Credit Agreement (Ipalco Enterprises, Inc.), Credit Agreement (Ipalco Enterprises, Inc.), Credit Agreement (Ipalco Enterprises, 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, except that neither (other than as permitted by Section 7.03) 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 herebyhereby (including any Affiliate of the LC Issuer that issues any Letter of Credit), Participants to the extent provided in subsection (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the LC 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 (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Equity, L.P.)
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, except that (other than as permitted pursuant to Section 7.03), 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: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], 10.06(b); (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], 10.06(d); or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06(f) or (iv) to an SPC in accordance with the provisions of Section 10.06(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 (i) the parties hereto, (ii) their respective successors and assigns permitted hereby, (iii) Participants to the extent provided in clause (d) of this Section 11.8.4 [Participations] and, (iv) 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 (Halyard Health, Inc.), Credit Agreement (Halyard Health, 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 11.8.2 [Assignments by Lenders]10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 11.8.4 [Participations], 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.04(f) (and any other attempted assignment or transfer by any party hereto the Borrower 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 Section 11.8.4 [Participations] 10.04(d) 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 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.), Revolving Credit and Guaranty Agreement (Philadelphia Energy 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, 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 other than in connection with transactions permitted hereunder, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 10.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (and any other attempted assignment or transfer by the 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 (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 11.8.4 [Participations] 10.06 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 2 contracts
Samples: Credit Agreement (Amag Pharmaceuticals Inc.), Credit Agreement (Amag 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, except that neither (i) Holdings, the Borrower nor or 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 L/C Issuer and each 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 except: except (iA) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]11.06(b), (iiB) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]11.06(d), or (iiiC) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06(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 subsection (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agents, 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 (MacDermid Group Inc.), Credit Agreement (MacDermid Group 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, except that neither other than as permitted by Section 10.2.1 the Borrower nor any other Loan Party Borrowers 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]14.1(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]14.1(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 14.1(f), or (iv) to an SPC in accordance with the provisions of Section 14.1(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 subsection (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of Agent, the Administrative Agent Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. For greater certainty, a successor or assign of a Borrower hereunder shall be subject to the provisions of Sections 6 and 5.11 as if it were the Borrower from which it acquired its rights or obligations.
Appears in 2 contracts
Samples: Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson 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, except that (other than as permitted 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (d) of this Section 11.8.4 [Participations] 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 (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, 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: (including, in each case, by way of an LLC Division) except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 (Helios Technologies, Inc.), Credit Agreement (Helios 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, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under the other Loan Documents (except in connection with any transaction permitted by Section 7.04(a), (d) or (e)) 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]11.06(b), (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06(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 subsection (d) of this Section 11.8.4 [Participations] 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 (Cenveo, Inc), Credit Agreement (Cenveo, 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 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 Section 11.8.4 10.8.4 [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: Revolving Credit Facility (Allegheny Technologies Inc), Credit Agreement (Allegheny Technologies 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 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 Section 11.8.4 [Participations] ], the Lead Arrangers, and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Lenders 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 Facility (CNX Coal Resources LP), Revolving Credit Facility (CNX Coal Resources 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 (New Jersey Resources Corp), Credit Agreement (New Jersey Resources 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, 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, each L/C Issuer and each Lender (other than as set forth in Section 7.05) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Indemnitees and the Related Parties of each of the Administrative Agent Agent, the Collateral 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 (Targa Resources Corp.), Credit Agreement (Targa 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 12.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 12.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 12.8.5 [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 Section 11.8.4 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 2 contracts
Samples: Credit Agreement (RPM International Inc/De/), Revolving Credit Facility Agreement (RPM International Inc/De/)
Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns permitted hereby, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and and, subject to the last sentence of the immediately following subsection (b)) 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 subsection (d) of this Section 11.8.4 [Participations] 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 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Healthcare Realty Holdings, L.P.), Credit Agreement (Healthcare Realty Trust Inc)
Successors and Assigns Generally. The provisions of this Credit Agreement and the other Credit 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, 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 except as otherwise permitted by Section 8.4 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 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 subsection (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, each Issuing Lender 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 (Lincare Holdings Inc), Credit Agreement (Lincare 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 herebyhereby (including any Affiliate of the LC Issuer that issues any Facility LC), 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 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 herebyhereby (including any Affiliate of the LC Issuer that issues any Facility LC), 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 Agent, the LC Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Cardinal Health Inc), Five Year Credit Agreement (Cardinal Health 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, 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 Fronting Bank, the Several L/C Agent, each L/C Issuer and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 subsection (d) of this Section 11.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Several L/C Agent, the L/C Issuers, the Fronting 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 (Cme Group Inc.), Credit Agreement (Cme 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, except that neither the Borrower Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (including by way of an LLC Division) 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 11.9.2 [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 11.8.4 11.9.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 11.9.5 [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 Section 11.8.4 11.9.4 [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 (Crocs, Inc.), Credit Agreement (Crocs, 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, 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 (other than a Defaulting Lender) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 11.8.4 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.8.5 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 Section 11.8.4 10.8.4 [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 (Dayton Power & Light Co), Credit Agreement (Dayton Power & Light 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, 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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: Revolving Credit Facility (Stoneridge Inc), Credit Agreement (Healthcare Services Group 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, except that neither the Borrower nor any other no Loan Party may (except as a result of a transaction expressly permitted by Section 6.05(c) or 6.05(e)) assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 11.8.2 [Assignments by Lenders]11.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 11.8.4 [Participations], 11.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto Borrower or any 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 11.8.4 [Participations] 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 2 contracts
Samples: Credit Agreement (Novelis South America Holdings LLC), Credit Agreement (Novelis 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, 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 Administrative Agent, the Administrative Agent L/C Issuer and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations]10.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 10.06 (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 Participants, to the extent provided in subsection (d) of this Section 11.8.4 [Participations] 10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent, the Administrative Agent 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 (Mistras Group, Inc.), Credit Agreement (Mistras Group, 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, except that neither the Borrower nor any other Loan Party Ultimate Parent 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 (except in connection with a transaction not prohibited by 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: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (e) 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: Wc Term Loan Credit and Guaranty Agreement (Actavis PLC), Term Loan Credit and Guaranty Agreement (Actavis 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, 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (d) of this Section 11.8.4 [Participations] 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 Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Schnitzer Steel Industries Inc), Credit Agreement (Schnitzer Steel 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, except that neither that, except as otherwise provided herein (including without limitation as permitted under Section 7.04) the Borrower nor any other Loan Party Representative 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 and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of Section 11.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 11.8.4 [Participations]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 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 subsection (d) of this Section 11.8.4 [Participations] 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: Incremental Facility Amendment (Media General Inc), Credit Agreement (Media General 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, 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 Agent, the L/C Issuer, the Swing Line Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 10.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto Borrower or any Lender 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 subsection (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 Lendersother Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals 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, 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 Agents, the L/C Issuers and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations]11.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06 (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 subsection (d) of this Section 11.8.4 [Participations] 11.06 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 2 contracts
Samples: Revolving Credit Agreement (Waste Connections, Inc.), Revolving Credit and Term Loan Agreement (Waste Connections, 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, 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 (other than any Defaulting Lender) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except: except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 11.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 11.8.4 [Participations], 11.06 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 11.8.5 [Certain Pledges; Successors and Assigns Generally] 11.06 (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 subsection (e) of this Section 11.8.4 [Participations] 11.06 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 (Intuity Medical, Inc.), Credit Agreement (RedHill Biopharma Ltd.)