Transfers by the Bank. The Bank may at any time at its own discretion and without the Borrower’s consent being required, transfer and/or assign its rights and duties in relation to and/or arising from this Agreement to any Israeli banking corporation as defined at the relevant time in the Banking Licensing Law, 5741-1981 and/or to any Israeli insurer as defined at the relevant time in the Insurance Business (Control) Law, 5741 - 1981 and/or to any Israeli provident or pension funds as defined at the relevant time in the Control Of Financial Services Law (Provident Funds), 5765 – 2005, subject to the fulfilment of all of the following conditions: (i) the Bank remains the facility manager of the Credit Facilities and the entire operation of the Credit Facilities will remain with the Bank; (ii) such transfer and/or assignment will not cause the Borrower to be required to pay additional amounts pursuant to Section 10 (Taxes); (iii) the Bank will remain at all times the lender of more than 50% of the Credit Facilities; and (iv) such transfer and/or assignment will not otherwise prejudice the rights and privileges of the Borrower under this Agreement. Subject to the foregoing, such transfer or assignment may be effected in any way the Bank or any subsequent transferor or assignor deems fit. The Borrower will effect any act that will be required by the Bank in order to render fully effective and binding such transfer or assignment, provided that the Borrower shall not be required to bear any costs or expenses as a result of such transfer or assignment.
Transfers by the Bank. The following will apply:
Transfers by the Bank. (a) The Bank may freely assign or transfer any or all of its rights and/or any or all of its obligations under any Finance Document to any other bank, financial institution, trust, fund or other entity that is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (but excluding any distressed investments), provided the assignee or transferee is a Swiss Qualifying Bank or, subject to paragraph (b) below, an Affiliate of the Bank. For the avoidance of doubt, the Bank may not make any transfer or assignment to any Person that is a trade competitor of a member of the Group in any of the activities of that member of the Group or to any Person that is not a Swiss Qualifying Bank (other than, subject to paragraph (b) below, any Affiliate of the Bank) without the prior written consent of the Borrower. It shall not be unreasonable for the Borrower to withhold its consent if a transfer or assignment would result in a breach of the Swiss 10 Non-Bank Rule and/or of the Swiss 20 Non-Bank Rule.
(b) The Bank shall notify the Borrower in writing of any intended assignment or transfer of any or all of its rights and/or any or all of its obligations under any Finance Document to any of its Affiliates with not less than 5 Business Days prior notice. The Company may prohibit, by notification to the Bank in writing, such assignment or transfer, and the Bank shall refrain from so assigning or transferring any of its rights and/or obligations under any Finance Document, if it would result in a breach of the Swiss 10 Non-Bank Rule and/or of the Swiss 20 Non-Bank Rule.
(c) The Bank may also freely create a Security Interest over any or all of its rights and/or any or all of its obligations under any Finance Document provided that no such Security Interest shall release the Bank from any of its obligations under the Finance Documents.
(d) To the extent necessary, the Borrower hereby unconditionally and irrevocably agrees in advance to cooperate with and in advance approves any assignment, transfer or the creation of any Security Interest in accordance with this Clause.
Transfers by the Bank. The Bank may freely assign, transfer or otherwise create a Security Interest over any or all of its rights and/or any or all of its obligations under any Finance Document. To the extent necessary, the Borrower hereby unconditionally and irrevocably agrees in advance to cooperate with and in advance approves any assignment, transfer or the creation of any Security Interest in accordance with this Clause.
Transfers by the Bank. Other than pursuant to Clause 5.5 or Clause 9.2 (Transfers and Deemed Collections), the Bank will not, without the prior written consent of the Obligors (which consent shall not be unreasonably withheld), enter into any assignment or transfer or subrogation of any description with any person (or purport or agree to do so) of any Transferred Receivable or any Related Security or Related Rights."
Transfers by the Bank. (a) The Bank may, subject to paragraph (b) below, at any time assign, transfer or novate any of the Commitment and/or any of its rights and/or obligations under this Agreement to another bank or financial institution (the "NEW BANK").
(b) The prior consent of the Borrower is required for any such assignment or transfer, unless the New Bank is an Affiliate of the Bank. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within five days of receipt by the Borrower of an application for consent, it has not been expressly refused.
(c) A transfer of obligations will be effective only if the New Bank confirms to the Borrower that it undertakes to be bound by the terms of this Agreement as the Bank in form and substance satisfactory to the Borrower. On the transfer becoming effective in this manner the Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank.
(d) Nothing in this Agreement restricts the ability of the Bank to sub-contract an obligation if it remains liable under this Agreement for that obligation.
(e) The Borrower shall not be liable for any costs arising in connection with a transfer which takes place under this Clause 25.2.
Transfers by the Bank. (a) Subject to paragraph (b) and paragraph (c) below, the Bank may not freely assign or transfer any or all of its obligations under any Finance Document without prior written consent of the Borrower (which shall not be unreasonably withheld), and any such consent of the Borrower shall be deemed to have been given following 5 Business Days’ of request by the Bank.
(b) Without prejudice to the foregoing, the Borrower’s consent contemplated under paragraph (a) shall not be required:
(i) at a time when an Event of Default has occurred; or
(ii) in the case of assignment or transfer to an Affiliate of the Bank.
(c) At any time, the Bank may freely create a Security Interest over any or all of its rights and/or any or all of its obligations under any Finance Document
(d) To the extent necessary, the Borrower hereby unconditionally and irrevocably agrees in advance to cooperate with and in advance approves any assignment, transfer or the creation of any Security Interest in accordance with this Clause.
Transfers by the Bank. The Bank may assign any or all of its rights, interests and obligations under and in respect of this Deed to any person.
Transfers by the Bank. (A) The Bank may, subject to paragraph (B) below at any time assign or transfer any of its Commitments and/or its rights and/or obligations under this Agreement to another bank or financial institution or EKN (the New Bank). If the Bank should assign any of its rights and obligations according to this Clause 22.2, an amended and restated agreement on the same terms but reflecting the requirement for agency provisions and several lenders shall be entered into in replacement of this Agreement if the Bank so requires.
(1) A transfer of part of the Commitment must be in a minimum amount of at least SEK 100,000,000 or the remaining Commitment, if less; and
(2) the prior consent of the Borrower is required for any such assignment or transfer, unless the New Bank is an Affiliate of the Bank or unless an Event of Default has occurred which is continuing or paragraph (b) of Clause 10.5 (Mandatory prepayment - request by EKN) has become applicable. However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within ten (10) Business Days of receipt by the Borrower of an application for consent, it has not been expressly refused.
Transfers by the Bank. (a) The Bank may only assign or transfer this Agreement, at any time, in full or in part, to another Qualified Bank following the Beneficiary’s written consent (which may not be unreasonably refused or delayed and which shall be deemed to be given if not expressly refused within 15 (fifteen) Business Days of the request).
(b) Without prejudice to the provisions of paragraph (a) above, the Bank shall promptly notify the Beneficiary of the transfer, for the purposes of Article 1407(1) of the Civil Code.
(c) The stamp and registration taxes and other similar Charges applicable to the transfers referred to in this Article 23.2 and the relevant costs and expenses (including any legal and notarial expenses) shall not be borne by the Beneficiary unless such transfer is made when a Material Event exists.
(d) If:
(i) the Bank makes a Transfer or changes its Operational Branch; and
(ii) as a result of the circumstances existing on the date of the relevant transfer or change of Operational Branch, the Beneficiary is required to pay an Additional Amount, Tax Indemnity or Higher Charge; the Beneficiary shall be required to pay that Additional Amount, Tax Indemnity or Higher Charge solely in the amount that it would have been required to pay such amounts even if the transfer or change of Operational Branch had not occurred.
