Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 9 contracts
Samples: Credit Agreement (General Motors Co), Guarantee Agreement (General Motors Co), Guarantee Agreement (General Motors Financial Company, Inc.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7in accordance with subsection 8.3, neither none of the Company nor any Subsidiary Borrower Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Sectionsubsection 11.6.
Appears in 6 contracts
Samples: Credit Agreement (US Foods Holding Corp.), Credit Agreement (US Foods Holding Corp.), Abl Credit Agreement (US Foods Holding Corp.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company Borrower nor any Foreign Subsidiary Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company Borrower or any Foreign Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 6 contracts
Samples: Credit Agreement (Kadant Inc), Credit Agreement (Kadant Inc), Credit Agreement (Kadant Inc)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to except as otherwise permitted in Section 7.77.3, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. For the avoidance of doubt, assignments to natural persons shall not be permitted.
Appears in 4 contracts
Samples: Credit Agreement (Northern States Power Co), Credit Agreement (Northern States Power Co), Credit Agreement (Northern States Power Co)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate Affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each Issuing Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign assign, participate or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection (and any attempted assignment or transfer by any Lender without such consent shall be null and void).
Appears in 4 contracts
Samples: Credit Agreement (William Lyon Homes), Agreement (William Lyon Homes), Credit Agreement (William Lyon Homes)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than pursuant to Section 7.77.4, neither the Company nor any Subsidiary Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection 10.6.
Appears in 4 contracts
Samples: Guarantee Agreement (General Motors Financial Company, Inc.), Credit Agreement (General Motors Financial Company, Inc.), Guarantee Agreement (General Motors Financial Company, Inc.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.77.4, neither the Company nor any Subsidiary Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection 10.6.
Appears in 4 contracts
Samples: Guarantee Agreement (General Motors Co), Guarantee Agreement (General Motors Financial Company, Inc.), Guarantee Agreement (General Motors Financial Company, Inc.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an the applicable Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to in accordance with Section 7.78.5, neither none of the Company nor any Subsidiary Borrower Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection 11.6.
Appears in 3 contracts
Samples: Credit Agreement (Herc Holdings Inc), Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings Inc)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant subject to Section 7.72.10(b), neither the Company Borrower nor any Subsidiary the Co-Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company Borrower or any Subsidiary the Co-Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 3 contracts
Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.), Credit Agreement (Allscripts Healthcare Solutions, Inc.), Credit Agreement (Allscripts Healthcare Solutions, Inc.)
Successors and Assigns; Participations and Assignments. (a) The provisions of this This Agreement shall be binding upon and inure to the benefit of the parties hereto Borrowers, the Lenders, the Administrative Agents, all future holders of the Loans, the Reimbursement Obligations, the Subsidiary Reimbursement Obligations and the Acceptance Reimbursement Obligations and their respective successors and assigns permitted hereby (including any affiliate of an Issuing Lender that issues any Letter of Credit)assigns, except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 3 contracts
Samples: Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement (Lear Corp), Credit and Guarantee Agreement (Lear Corp /De/)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than pursuant to Section 7.7, neither Holdings nor the Company nor any Subsidiary Borrower may assign or otherwise transfer any of its their respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Holdings or the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection (and any attempted assignment or transfer in violation of this Section 10.6 shall be null and void).
Appears in 3 contracts
Samples: Bridge Loan Credit Agreement (Sports Entertainment Enterprises Inc), Bridge Loan Credit Agreement (CKX, Inc.), Bridge Loan Credit Agreement (CKX, Inc.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate Affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower 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 each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign assign, participate or otherwise transfer its rights or obligations hereunder hereunder(s) (x) to a Competitor without the Borrower’s written consent or (y) otherwise except in accordance with this Section.
Appears in 2 contracts
Samples: Fourth Amendment (M/I Homes, Inc.), Third Amendment (M/I Homes, Inc.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder in a manner not permitted by Section 7.4 without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Company or any Subsidiary such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Affinity Gaming), Credit Agreement (Affinity Gaming)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder (other than pursuant to the Merger) without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower (other than pursuant to the Merger) without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection 10.6.
Appears in 2 contracts
Samples: Credit Agreement (Yankee Finance, Inc.), Credit Agreement (Yankee Holding Corp.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company Borrower nor any Subsidiary the Permitted Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company Borrower or any Subsidiary the Permitted Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Sectionsubsection.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate Affiliate of an the Issuing Lender that issues any Letter of CreditCredit or of the Swingline Lender that funds Swingline Loans), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection (and any other attempted assignment or transfer by any party hereto shall be null and void).
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may assign or otherwise transfer any of its rights or obligations hereunder (other than pursuant to the Company Reorganization) without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to except as otherwise permitted in Section 7.77.3, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations NEWYORK 9337878 hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. For the avoidance of doubt, assignments to natural persons shall not be permitted.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder in a manner not permitted by Section 7.4 without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Company or any Subsidiary such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection 10.6.
Appears in 1 contract
Samples: Credit Agreement (Mavenir Private Holdings II Ltd.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than pursuant to Section 7.77.4, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any such Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (axxiv) 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 (including any affiliate of an the Issuing Bank or the L/C Lender that issues any Letter of CreditCredit or causes any Letter of Credit to be issued), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may assign or otherwise transfer any of its rights or obligations hereunder (except such an assignment or transfer by the BVI Borrower to the US Borrower) without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate Affiliate of an Issuing Lender any Letter of Credit Issuer that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company Holdings nor any Subsidiary Borrower may assign (except as expressly provided in Section 9.4(c)) assign, delegate or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company Holdings or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign assign, delegate or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 1 contract
Samples: Credit Agreement (International Market Centers, Inc.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder (other than pursuant to the Merger) without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower (other than pursuant to the Merger) without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection 10.6, and in no event to certain Persons identified to the Administrative Agent by the Borrower in writing prior to the Closing Date.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an the Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company Borrower nor any Subsidiary the Co-Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company Borrower or any Subsidiary the Co-Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 1 contract
Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.)
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an the Issuing Lender Bank that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7in accordance with subsection 7.3 or as contemplated by subsection 9.9(f), neither none of the Company nor any Subsidiary Borrower Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Sectionsubsection 10.6.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit)hereby, except that (i) other than pursuant to Section 7.77.4, neither the Company nor any Subsidiary Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company or any such Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an any Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company Borrower nor any Subsidiary the Permitted Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Company Borrower or any Subsidiary the Permitted Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Sectionsubsection.
Appears in 1 contract
Successors and Assigns; Participations and Assignments. (a) 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 (including any affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) other than pursuant to Section 7.7, neither the Company nor any Subsidiary Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by the Company or any Subsidiary Borrower without such consent shall be null and void) and (ii) no Lender may assign assign, participate or otherwise transfer its rights or obligations hereunder except in accordance with this SectionSection (and any attempted assignment or transfer by any Lender without such consent shall be null and void).
Appears in 1 contract