Transfer by Banks Sample Clauses

Transfer by Banks. Any Bank (the “Transferor Bank”) may, with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Account Party transfer all or any of its rights and/or obligations in its capacity as a Bank under this Agreement and under the other Finance Documents to another bank or financial institution (the “Transferee Bank”). That transfer shall be effected by the delivery by the Transferor Bank to the Agent of a Transfer Certificate executed by the Transferor Bank and the Transferee Bank. Any such transfer shall not be effective unless it is effected by a Transfer Certificate.

Transfer by Banks. Subject to Clause 31.5, a Bank may at any time at no cost to the Borrower transfer in accordance with this Clause 31 to any one or more banks or other lending institutions all or any of its rights, benefits and obligations hereunder, in which case such transfer shall be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate and payment of a fee of (pound)1,500 by the Transferee to the Agent whereupon: (i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and/or its obligations hereunder as a Bank, the Borrower and such Bank shall each be released from further obligations to the other hereunder and their respective rights and benefits against each other hereunder shall be cancelled (such rights, benefits and obligations being referred to in this Clause as "DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) the Borrower and the Transferee party thereto shall each assume obligations towards and/or acquire rights and benefits from each other hereunder which differ from such discharged rights and obligations only insofar as the Borrower and such Transferee have assumed and/or acquired the same in place of the Borrower and such Bank; (iii) each of the Finance Parties other than the transferring Bank shall acquire the same rights and assume the same obligations between themselves hereunder as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights and/or the obligations acquired or assumed by it as a result of such transfer; and (iv) such Transferee shall become a party thereto as a "BANK".

See All (4)

Transfer by Banks. (a) Any Bank (the “Transferor Bank”) may, with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Agent and (other than in the case of a transfer by the Transferor Bank to an Affiliate of the Transferor Bank) the Account Party, transfer its Commitment, rights and/or obligations in its capacity as a Bank under this Agreement and under the other Finance Documents to another bank or financial institution that is a credit institution approved by Lloyd’s for the issue of letters of credit in respect of Funds at Lloyd’s (the “Transferee Bank”), provided always that such transfer shall not be for less than the equivalent of £5,000,000 of the Transferor Bank’s Commitment, rights and/or obligations without the prior written consent of the Agent (in its sole and absolute discretion). (b) Without prejudice to Clause 27.3(a), and with the prior written consent of the Agent for any transfer of a Transferor Bank’s Commitment of less than £5,000,000, any Bank may freely transfer (without the prior written consent of the Agent) all or any part of its Commitment, rights and/or obligations where (i) an Event of Default has occurred and is continuing, or (ii) such transfer is to another Bank or an Affiliate of a Bank (being still a credit institution approved by Lloyd’s for the issue of letters of credit in respect of Funds at Lloyd’s). (c) The consent of the Account Party to an assignment or transfer must not be unreasonably withheld or delayed. The Account Party will be deemed to have given its consent six Banking Days after a Bank has requested it unless the request is expressly refused by the Account Party within that time. (d) Any transfer under this Clause 27 shall be effected by the delivery by the Transferor Bank to the Agent of a Transfer Certificate executed by the Transferor Bank and the Transferee Bank. Any such transfer shall not be effective unless it is effected by a Transfer Certificate.

Transfer by Banks. (a) Subject to paragraph (b) below, a Bank (the "Existing Bank") may at any time transfer any of its rights and obligations under the Finance Documents to another bank or financial institution (the "New Bank"). An Existing Bank shall transfer its rights and obligations to a New Bank where the credit rating of the Existing Bank has fallen below A- as rated by Standard & Poor's or A3 by Xxxxx'x Investor Services Inc. unless the Existing Bank is able to provide cash collateral for all its obligations under the Letters of Credit to the satisfaction of the Project Company. The prior consent of the Borrower and of the Guarantor is required for any such transfer (unless such transfer is to an Affiliate or to a New Bank which was already a Bank), but will not be unreasonably withheld or delayed. (b) Subject to paragraph (c) below, no Bank may assign, transfer, novate or dispose of, or any interest in, rights and/or obligations under the Finance Documents other than in accordance with Clause 19.4 (Procedure for Transfer). (c) Nothing in this Agreement restricts the ability of a Bank to sub- contract an obligation if that Bank remains liable under this Agreement for that obligation. (d) On each occasion an Existing Bank transfers any of its rights and obligations under the Finance Documents, the New Bank shall, on the date the transfer takes effect, pay to the Facility Agent for its own account a fee of (Pound Sterling)1,000 (indexed). (e) An Existing Bank is not responsible to a New Bank for: (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; (ii) the collectability of amounts payable under any Finance Document; or (iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document. (f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it: (i) has made its own independent investigation and assessment of the financial condition and affairs of the Obligors and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Documents; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Obligors and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force. (g) Nothing in any Finance Document obliges an Exis...

Transfer by Banks. Any Bank may transfer all or any of the rights and interests which it has under or by virtue of the Finance Documents: (a) subject to the prior consent of the Issuing Bank; and (b) with the prior written consent of the Obligors (not to be unreasonably withheld or delayed) or without the consent of the Obligors if an Event of Default or Potential Event of Default has occurred and is continuing, Provided that a Bank may make such transfer to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company without the consent of the Obligors.

Transfer by Banks. Each of the parties agrees to waive and hereby waives any provision of the Loan Agreement which would otherwise (i) prevent Barclays from, at any time and from time to time after the Effective Date, entering into an assignment and delegation to Bema Bermuda of any of its rights or obligations under the Loan Documents, pursuant to Section 11.11.1 of --------------- the Loan Agreement, or (ii) prevent AGI Chile from, at any time after the Effective Date at which AGRI is recognized as a foreign "registered financial institution" by the Central Bank, entering into an assignment and delegation to AGRI of any of its rights or obligations under the Loan Documents pursuant to Section 11.11.1 of the Loan ---------------

Related to Transfer by Banks

Transfers by Banks Any Bank (the “Transferor Bank”) may at any time cause all or any part of its rights, benefits and/or obligations under this Agreement and the Security Documents to be transferred to any other bank or financial institution (a “Transferee Bank”) by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Bank and the Transferee Bank. No such transfer is binding on, or effective in relation to, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Bank, the Transferee Bank and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate: 15.3.1 a Transfer Certificate may be in respect of a Bank’s rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution; 15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Bank in its capacity as a Bank and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement; 15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, the Transferor Bank’s payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Bank absolutely, free of any defects in the Transferor Bank’s title and of any rights or equities which the Borrowers had against the Transferor Bank; (b) the Transferor Bank’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Bank becomes a Bank with a Contribution and/or a Commitment of the amounts specified in the Transfer Certificate; (d) the Transferee Bank becomes bound by all the provisions of this Agreement and the Security Documents which are applicable to the Banks generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Arranger, the Agent and the Security Agent and to the extent that the Transferee Bank becomes bound by those provisions, the Transferor Bank ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Bank makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Bank, assuming that any defects in the Transferor Bank’s title and any rights or equities of any Security Party against the Transferor Bank had not existed; and (f) the Transferee Bank becomes entitled to all the rights under this Agreement which are applicable to the Banks generally, including but not limited to those relating to the Majority Banks and those under clauses 3.6, 5 and 12 and to the extent that the Transferee Bank becomes entitled to such rights, the Transferor Bank ceases to be entitled to them; 15.3.4 the rights and equities of the Borrowers or of any other Security Party referred to above include, but are not limited to, any right of set-off and any other kind of cross-claim; and 15.3.5 the Borrowers, the Account Bank, the Security Agent, the Arranger, the Swap Providers and the Banks hereby irrevocably authorise and instruct the Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Agent shall notify the Borrowers, the Transferor Bank and the Transferee Bank.
Transfer by a Lender Subject to Clause 26.4, a Lender (the “Transferor Lender”) may at any time, without the consent of the Borrowers or any Security Party but after consultation with the Borrowers, cause: (a) its rights in respect of all or part of its Contribution; or (b) its obligations in respect of all or part of its Commitment; or (c) a combination of (a) and (b); or (d) all or part of its credit risk under this Agreement and the other Finance Documents, to be syndicated to or, (in the case of its rights) assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by, any other bank or financial institution or to a trust, fund or other entity, provided such other entity is regularly engaged in, or established for the purpose of, making, purchasing or investing in loans, securities or other financial assets (a “Transferee Lender”) by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender. However, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement. All costs and expenses relating to a transfer effected pursuant to this Clause 26.2 shall be borne by the Transferee Lender.
Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.
Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.
Assignments by Banks Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.
SUBLETTING, ASSIGNMENT OR TRANSFER The Provider shall not sublet, sell, transfer, assign or otherwise dispose of this Contract or any portion thereof, or of its right, title or interest therein, without written request to and written consent of the Contract Administrator. No subcontracts or transfer of Contract shall in any case release the Provider of its liability under this Contract.
Assignments and transfers by the Lenders Subject to this Clause 23, a Lender (the “Existing Lender”) may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).
TRANSFER BY LANDLORD Landlord and its successors in interest shall have the right to transfer their interest in the Building, the Property, or any portion thereof at any time and to any person or entity. In the event of any such transfer, the Landlord originally named herein (and in the case of any subsequent transfer, the transferor), from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer and (ii) shall be relieved of all liability for the performance of the obligations of the Landlord hereunder which have accrued before the date of transfer if its transferee agrees to assume and perform all such prior obligations of the Landlord hereunder. Tenant shall attorn to any such transferee. After the date of any such transfer, the term "Landlord" as used herein shall mean the transferee of such interest in the Building or the Property.
Transfer of rights and obligations The Contract between You and us is binding on You and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract. For the avoidance of doubt, any such transfer, assignment, charge or other disposition will not affect your statutory rights as a consumer or cancel, reduce or otherwise limit any warranty or guarantee which may have been provided by us to You, whether express or implied.
No Assignment or Transfer Notwithstanding anything to the contrary in this Award Agreement, neither this Award Agreement nor any rights granted herein shall be assignable by the Participant. Neither this Award Agreement nor any rights granted herein shall be transferable by the Participant in any circumstances, except on the death of the Participant.

Transfer by Banks Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to Transfer by Banks