Successors and Assigns; Participation Clause Samples
The "Successors and Assigns; Participation" clause defines how the rights and obligations under an agreement can be transferred to other parties. It typically allows the original parties to assign their interests or delegate their duties to successors, assigns, or participants, often subject to certain conditions or restrictions. For example, a lender may transfer its interest in a loan to another financial institution, or a company may assign its contractual rights to a subsidiary. This clause ensures continuity and flexibility in contractual relationships by clarifying how interests can be transferred, thereby addressing potential issues that may arise from changes in ownership or participation.
Successors and Assigns; Participation. This Agreement shall be binding upon and shall inure to the benefit of Borrower and Bank and their respective successors and assigns. The foregoing shall not authorize any assignment or transfer by Borrower of any of its respective rights, duties or obligations hereunder, such assignments or transfers being expressly prohibited. Bank, however, may freely assign, whether by assignment, participation or otherwise, its rights and obligations hereunder, and is hereby authorized to disclose to any such assignee or participant (or proposed assignee or participant) any financial or other information in its knowledge or possession regarding any Loan Party or the Indebtedness.
Successors and Assigns; Participation.
(a) At any time either concurrently with or subsequent to the execution and delivery of this Agreement, ZB, N.A. DBA NATIONAL BANK OF ARIZONA and its successors (“NBA”) may assign to one or more banks or other financial institutions (such banks and other financial institutions together with their permitted successors and assigns, each, an “Assignee”) all or portions of its rights and obligations as a lender under this Agreement and the other Acquisition Loan Documents, provided, however, that (i) each such assignment shall be of a constant, not a varying, percentage of such rights and obligations under this Agreement and the other Acquisition Loan Documents, (ii) the parties to each such assignment shall execute and deliver to NBA, for its acceptance, such assignment documents (which shall include, without limitation, an assumption of NBA's obligations hereunder to the extent of such assignment) as NBA may require, (iii) Borrower shall execute and deliver (A) such replacement promissory notes as NBA may require to evidence such assignment and the respective portions of the Loan held by NBA and each Assignee and (B) such other documents as NBA may reasonably require in connection with such assignment; and (iv), such 6284.345.1224403.10 54 4/16/2018 assignments shall be subject to the Borrower's approval which shall not be unreasonably withheld or delayed, provided that Borrower shall not have a right to approve the Assignee or the assignment if (A) an Event of Default has occurred and is continuing, or (B) the Assignee is an Eligible Assignee. If any such approval is not withheld in writing with a statement of the reasons therefor within ten (10) days after NBA gives notice of such an assignment, such approval shall be deemed given. Upon such assignment and assumption, (i) to the extent of the interest assigned the (A) Assignee shall have the rights and obligations of a lender under the Acquisition Loan Documents and (B) the assignor (including, without limitation, NBA) shall be relieved of such obligations and (ii) the obligations of NBA and Assignee to fund the Loan shall be several in accordance with the portion of the Loan held by each, and not joint. Notwithstanding the foregoing sentence, in the event the Assignee is an Eligible Assignee and also an Affiliate of NBA, NBA shall not be relieved of its obligations under the Acquisition Loan Documents, and the obligations of NBA and such Affiliate to fund the Loan shall be joint and not several obligati...
Successors and Assigns; Participation. All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties hereto, except that Borrower may not assign any rights hereunder without the prior written consent of Lender. Lender may assign to one or more Persons all or any part of or may grant participation to one or more Persons, in all or any part of the Loans, and to the extent of any assignment or participation the assignee or participant of such assignment or participation shall have the rights and benefits hereunder as if it were a Lender hereunder, except that Borrower shall be entitled to deal exclusively with Lender and rely upon documents, consents and writings signed solely by Lender, without the necessity of any such participant joining in. Borrower authorizes Lender to disclose to any purchaser or participant, or any prospective purchaser or participant of an interest in the Loans, any financial or other information pertaining to Borrower.
Successors and Assigns; Participation. This Agreement shall be binding upon and shall inure to the benefit of LEI and ▇▇▇▇▇▇ and their respective successors and assigns. Neither LEI nor ▇▇▇▇▇▇ may assign any of their rights or obligations under this Agreement or any of the other Loan Documents without the express written consent of the other party.
Successors and Assigns; Participation. Subject to the prohibitions against Maker's assignment herein, this Note shall inure to the benefit of ▇▇▇▇▇▇ and bind Maker and all of its respective successors (including by merger, acquisition or other surviving existence), estates, heirs, personal representatives and assigns.
Successors and Assigns; Participation. Notwithstanding anything herein to the contrary, the PURCHASER may, without consent of the CLIENT, grant a security interest in, sell or assign, grant or sell participations in or otherwise transfer all or any portion of its rights and Obligations hereunder to one or more persons. Client may not assign its rights or obligations hereunder without the prior written consent of Purchaser. This Agreement inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties to it.
Successors and Assigns; Participation. This Agreement is binding on and shall inure to the benefit of Borrower and Lender and their respective successors and assigns. The foregoing shall not authorize any assignment or transfer by Borrower, of any of its respective rights, duties, or obligations under this Agreement, those assignments or transfers being expressly prohibited hereunder or under the Deed of Trust (except as otherwise CONSTRUCTION LOAN AGREEMENT -- PAGE 41 (CYPRESS/FAIRFIELD) expressly provided herein). From and after Completion of the Improvements and payment of the final Advance for Hard Costs in connection therewith, Lender may freely assign its rights and obligations under this Agreement, whether by assignment, participation, or otherwise; provided that notwithstanding anything to the contrary in any of the Loan Documents, Lender shall not assign this Agreement or the Loan or enter into any participation agreement in connection therewith, prior to Completion of the Improvements and payment of the final Advance for Hard Costs in connection therewith and no such participation shall increase the costs or obligations of Borrower. Lender may disclose to that assignee or participant (or proposed assignee or participant) any financial or other information in its knowledge or possession regarding any Loan Party or the Indebtedness.
Successors and Assigns; Participation. This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its respective rights or delegate any of its respective duties or obligations hereunder. The Bank may at any time sell, assign, transfer, negotiate, grant participations in, or otherwise dispose of all or any portion of the Loans made hereunder and the Bank shall promptly advise the Borrower thereof.
Successors and Assigns; Participation. This Agreement shall be binding upon and shall inure to the benefit of Borrowers and Bank and their respective successors and assigns. The foregoing shall not authorize any assignment or transfer by any Borrower of any of its respective rights, duties or obligations hereunder, such assignments or transfers being expressly prohibited. Bank, however, may freely assign, whether by assignment, participation or otherwise, its rights and obligations hereunder, and is hereby authorized to disclose to any such assignee or participant (or proposed assignee or participant) any financial or other information in its knowledge or possession regarding any Loan Party or the Indebtedness, provided that any such information that constitutes confidential information of such Loan Party (including, without limitation, any projections or undisclosed financial results) may be disclosed by Bank to such assignee or participant (or proposed assignee or participant) only if such person has signed a customary non-disclosure agreement that obligates such person to maintain in strict confidence any confidential information of such Loan Party that may be disclosed to it.
Successors and Assigns; Participation. This Agreement shall be binding upon and shall inure to the benefit of Borrower and Bank and their respective successors and assigns. The foregoing shall not authorize any assignment or transfer by Borrower, of any of its respective rights, duties or obligations hereunder, such assignments or transfers being expressly prohibited Bank, however, may freely assign, whether by assignment, participation or otherwise, its rights and obligations hereunder, and is hereby authorized to disclose to any such assignee or participation any financial or other information in its knowledge or possession regarding borrower, its Subsidiaries and Affiliates, or the Indebtedness. Indulgence. No delay or failure of Bank in exercising any right, power or privilege hereunder or under any of the Loan Documents shall affect such right, power or privilege, nor shall any single or partial exercise thereof preclude any further exercise thereof, nor the exercise of any other right, power or privilege available to the Bank. The rights and remedies of Bank hereunder are cumulative and are not exclusive of any rights or remedies of Bank.