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 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 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 Agent, the Issuing Banks and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 subsection (d) of this Section 10.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 6 contracts
Samples: Credit Agreement (Nv Energy, Inc.), Credit Agreement (Nv Energy, Inc.), Credit Agreement (Nv Energy, Inc.)
Successors and Assigns Generally. The provisions of this 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 (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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders], 10.06(b); (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], 10.06(d); or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [Participations] and, (iv) to the extent expressly contemplated hereby, 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 6 contracts
Samples: Credit Agreement (Entercom Communications Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Radio 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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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, 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 10.8.2 [Assignments by Lenders]paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 or thereunder except (iA) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]9.06(b), (iiB) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], 9.06(c) or (iiiC) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 or under any other Loan Documents except (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 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 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 10.8.4 [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, 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 11.8(b) [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 (Dayton Power & Light Co), Term Loan Agreement (Ipalco Enterprises, Inc.), Term Loan Agreement (Ipalco Enterprises, 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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders], 11.06(b) or (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], 11.06(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 herebyhereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) except as expressly provided in Section 6.03, 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 any attempted assignment or transfer by the Borrower 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 (i) to an assignee in accordance with the provisions of this Section 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by 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 herebyhereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 10.8.4 [Participations] paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 5 contracts
Samples: Revolving Credit Agreement, Amendment Agreement (Marathon Petroleum Corp), Credit Agreement (Marathon Petroleum 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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 subsection (d) of this Section 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 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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.8.2 [Assignments by Lenders]10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 clause (d) of this Section 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [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 10.8.4 [Participations]11.07(e), or (iiivi) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]9.04, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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, 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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, 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 10.8.2 11.11.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 11.11.5 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.8.4 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 4 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp), Term Loan Credit Agreement (New Jersey Resources Corp)
Successors and Assigns Generally. The provisions of this 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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 10.8.4 [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 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 10.8.2 11.9.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.9.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 (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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders], 10.06(b); (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], 10.06(d); or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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, 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]8.07, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 This Agreement shall be binding upon, upon and inure to the benefit ofof the Borrower, the parties hereto Paying Agent, the Custodian, the Administrative Agent, each Funding Agent and each Lender, and their respective successors and assigns permitted herebyassigns, except that neither the Borrower nor any other Loan Party may shall not have the right to assign or otherwise transfer any of its rights hereunder or obligations hereunder any interest herein without the prior written consent of the Administrative Agent and each Lender the Lenders (and any assignment by Borrower in violation of this Section 10.8 shall be null and void) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (B) of this Section 10.8.2 [Assignments by Lenders]10.8, (ii) by way of participation in accordance with the provisions of paragraph (D) of this Section 10.8.4 [Participations]10.8, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (E) of this Section 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)10.8. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (D) of this Section 10.8.4 [Participations] 10.8 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 4 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Successors and Assigns Generally. The provisions Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements made by or on behalf of the Borrowers, the Administrative Agent, the Issuing Banks or the Lenders that are contained in this Agreement shall be binding upon, bind and inure to the benefit of, the parties hereto and of their respective successors and assigns permitted herebyassigns, except that neither the Borrower Borrowers 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 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 10.8.2 [Assignments by Lenders]9.2, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], 9.4 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] 9.6 (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 10.8.4 [Participations] 9.4 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 (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance Co), Credit Agreement (Protective Life Insurance 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 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 10.8.2 11.8.2 [Assignments by LendersXxxxxxx], ,
(ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8.4 [Participations], or or
(iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 10.8.4 [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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of subsection Section 10.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of clause (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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, 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 (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 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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, 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 10.8.4 [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 (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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of clause (b) of this Section 10.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) below, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], subsection (d) below or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 (unless otherwise specifically permitted by Section 7.05) (A) none of Holdings, any Borrower nor or any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender Lender, (B) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to any Loan Party, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Signing Date and (C) 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 10.8.2 [Assignments by Lenders]11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void11.06(e). Nothing in this Agreement, expressed or implied, is intended to confer, shall be construed to confer, or shall confer upon any Person person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 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 (Rayonier Advanced Materials Inc.), Credit Agreement (Rayonier Advanced Materials Inc.), Restatement Agreement (Rayonier Advanced Materials 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]10.3(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 10.8.6 [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 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 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 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]12.07, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder (other than to the extent expressly permitted under Section 2.15(c) or, in the case of the Company or any other Loan Party, Section 7.04) except (i) to an assignee in accordance with the provisions of clause (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 (Celestica Inc), Credit Agreement (Celestica Inc), Credit Agreement (Celestica 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 of the Borrower Borrowers nor any other Loan Credit Party may assign or otherwise transfer any of its their rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender 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 clause (b) of this Section 10.8.2 [Assignments by Lenders]11.3, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 10.8.4 [Participations]11.3, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (e) of this Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] 11.3 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 10.8.4 [Participations] 11.3 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc)
Successors and Assigns Generally. The provisions of this Agreement 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 that, subject to Section 2.14(d) and 8.02, no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender 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 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 subsection (d) of this Section 10.8.4 [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 (Albemarle Corp), Credit Agreement (Albemarle Corp), Credit Agreement (Albemarle Corp)
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, 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 10.8.2 11.11.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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, 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 10.8.2 10.8(b) [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 10.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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, 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 10.8.2 [Assignments by Lenders]13.2, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]13.4, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] 13.6 (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 10.8.4 [Participations] 13.4 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. PNC Bank, National Association, agrees to hold no less than ten percent (10%) of the Aggregate Commitment for so long as it shall serve as the Administrative Agent hereunder. If an Event of Default should occur pursuant to the terms of this Agreement, Administrative Agent shall be allowed to transfer all of its rights and obligations hereunder.
Appears in 3 contracts
Samples: Term Loan Agreement (Associated Estates Realty Corp), Credit Agreement (Associated Estates Realty Corp), Term Loan Agreement (Associated Estates Realty 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 11.8(b) [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.8.6 [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 10.8.4 [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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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, 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 10.8.2 11.8.2 [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 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 10.8.2 [Assignments by Lenders]12.6(b), (ii) by way of participation to an Eligible Assignee in accordance with the provisions of Section 10.8.4 [Participations]12.6(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 (i) to an assignee in accordance with the provisions of Section 10.8.2 11.11.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.11.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 (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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.8.2 [Assignments by Lenders]11.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 (Linens N Things Inc), Credit Agreement (LNT Leasing II, LLC)
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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 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 subsection (d) of this Section 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 (Joy Global Inc), Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may not assign or [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 144 TLA CREDIT AGREEMENT otherwise transfer any of its their rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]13.05(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]13.05(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] 13.05(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.8.4 [Participations] 13.05(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 2 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun 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 not prohibited by Section 7.04) neither the Borrower nor any other Loan Party the Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 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 (Istar Inc.), Credit Agreement (Safehold 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 10.8.4 [Participations] and, to the extent expressly contemplated hereby, the Arrangers, the Syndication Agent, the Co-Documentation Agents and the Related Parties of each of the Administrative Agent, any Arranger, the Syndication Agent, any Co-Documentation Agent and the Lendersany Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 2 contracts
Samples: 364 Day Term Credit Agreement (Sonoco Products Co), Term Credit Agreement (Sonoco Products Co)
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns permitted hereby, 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 (such consent to be in the Administrative Agent’s and the Lender’s sole discretion) 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 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 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 (Fuelcell Energy Inc), Credit Agreement (Fuelcell 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 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 a transaction permitted hereunder), 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 subsection (b) of this Section 10.8.2 [Assignments by Lenders]11.5, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [Participations], 11.5 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] 11.5 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 10.8.4 [Participations] 11.5 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Sun Communities Inc), Credit Agreement (Sun Communities 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [Certain Pledges; Successors and Assigns Generally] 10.06, or (iv) to an SPC in accordance with the provisions of subsection (h) 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 subsection (d) of this Section 10.8.4 [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 2 contracts
Samples: Term Loan Agreement (Sonoco Products Co), Credit Agreement (Ansys 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 Company nor any other Loan Party Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.8.2 12.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 12.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 12.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.8.4 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 (RPM International Inc/De/)
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 10.8.2 11.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 and each Lender (and any such assignment without such consent shall be null and void), and no Lender nor LC Provider may assign or otherwise transfer any of its rights or obligations hereunder or under the Reimbursement Agreement except (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]9.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]9.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null and void9.06(e). 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 10.8.4 [Participations] 9.06(d) and, to the extent expressly contemplated hereby, Indemnitees and the Related Parties of each of the Administrative Disbursing Agent, the Collateral Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement; provided, however, that the parties hereto acknowledge that the Calculation Agent (as defined in the Reimbursement Agreement) is an intended and express third-party beneficiary of Section 7.03 of this Agreement to the same extent as if it were a party hereto, and shall have the right to enforce such provision of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (FreightCar America, Inc.), Credit Agreement (Pacific Investment Management Co LLC)
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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders], 10.06(b); (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], 10.06(d); or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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, 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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, 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]11.06(b), (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]11.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 (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 (i) Holdings, any 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 (iA) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]11.06(b) or 11.06(i), (iiB) by way of participation in accordance with the provisions of Section 10.8.4 [Participations]11.06(d), or (iiiC) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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: Amendment No. 9 (Platform Specialty Products Corp), Credit Agreement (Platform Specialty Products 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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 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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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); provided, however, no Lender may assign or otherwise transfer any of its rights or obligations hereunder to a Foreign Lender without the prior consent of the Borrowers (such consent to not be unreasonably withheld, conditioned or delayed). 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 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 (MSA Safety Inc), Revolving Credit Facility (MSA Safety 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 Agents, the L/C Issuers and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]11.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 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 (including, in each case, by way of an LLC Division) except (i) to an assignee in accordance with the provisions of Section 10.8.2 11.8.2 [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [Certain Pledges; Successors and Assigns Generally] 10.06 (and any other attempted assignment or transfer by the Borrower, any party hereto other Loan Party 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 10.8.4 [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 (Teladoc, Inc.), Credit Agreement (Sucampo 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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.8.2 [Assignments by Lenders]11.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 Inc.), Credit Agreement (Novelis South America Holdings LLC)
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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 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 herebyhereby (including any Affiliate of the LC Issuer that issues any Facility LC), Participants to the extent provided in paragraph (d) of this Section 10.8.4 [Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent 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, 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 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 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); provided, however, no Lender may assign or otherwise transfer any of its rights or obligations hereunder to a Foreign Lender without the prior consent of the Borrower (such consent to not be unreasonably withheld, conditioned or delayed). 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 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 (MSA Safety Inc), Revolving Credit Facility (Mine Safety Appliances 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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 12.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 12.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 (DLH Holdings Corp.), Credit Agreement (DLH 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 that, other than in a transaction permitted under Section 6.04 or 7.02 hereof, neither the Borrower Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender 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 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 10.8.4 [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 (Western Digital Corp), Credit Agreement (Western Digital 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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 (other than as permittednot prohibited by Section 7.04) neither the Borrower nor any other Loan Party the Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 10.8.4 [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, upon and inure to the benefit of, of the parties hereto and their respective successors and assigns permitted herebyhereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) except as expressly provided in Section 6.03, 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 any attempted assignment or transfer by the Borrower 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 (i) to an assignee in accordance with the provisions of this Section 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by 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 herebyhereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 10.8.4 [Participations] paragraph (c) of this Section), the Arrangers and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent Agent, the Arrangers, the Issuing Banks 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 (MPLX Lp), Credit Agreement (Marathon Petroleum 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 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 10.8.2 10.8(b) [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 10.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 10.8(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 10.8.4 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 2 contracts
Samples: Bond Purchase and Covenants Agreement (Vectren Utility Holdings Inc), Note Purchase and Covenants Agreement (Ipalco Enterprises, 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 Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 10.8.4 [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 (Armstrong Flooring, Inc.), Credit Agreement (Armstrong World Industries Inc)
Successors and Assigns Generally. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that neither the any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.8.2 11.8.2 [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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, 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 11.9.2 [Assignments by LendersXxxxxxx], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.9.4 [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 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 10.8.4 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 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 (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.8.2 [Assignments by Lenders]10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.8.4 [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 10.8.6 [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 10.8.4 [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 2 contracts
Samples: Credit Agreement (Biogen Inc.), Credit Agreement (Biogen 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 (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.8.2 [Assignments by Lenders]10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.8.4 [Participations], 10.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [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 10.8.4 [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 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 (i) to an assignee Eligible Assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (d) of this Section 10.8.4 [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 (Armstrong World Industries Inc), Credit Agreement (Armstrong World 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 the Borrower nor any (other Loan Party than as provided in Section 6.04(c)) may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent Agent, each Issuing Bank and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 10.8.2 [Assignments by Lenders]10.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 10.8.4 [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 10.8.6 [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 Section 10.8.4 [Participations] paragraph (d) of this Section, the Collateral Agent 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 Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, 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 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders]subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of Section 10.8.4 [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 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 subsection (e) of this Section 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: Term Loan Credit and Guaranty Agreement (Actavis, Inc.), Credit and Guaranty Agreement (Actavis, 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 (i) to an assignee in accordance with the provisions of Section 10.8.2 11.8(b) [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 11.8(d) [Participations], or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 11.8(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 10.8.4 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 2 contracts
Samples: Revolving Credit Agreement (Ipalco Enterprises, Inc.), Credit Agreement (Ipalco Enterprises, Inc.)