Assignees and Assignment Procedures Clause Samples

The "Assignees and Assignment Procedures" clause defines the rules and processes for transferring rights or obligations under a contract to another party. It typically outlines who may assign their interests, whether prior written consent is required, and the steps that must be followed to effectuate an assignment, such as providing notice to the other party. This clause ensures that all parties are aware of and agree to any changes in contractual relationships, thereby preventing unauthorized transfers and maintaining control over who is involved in the agreement.
Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its Commitments, the portion of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (i) the aggregate amount of the Commitments of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") in the form satisfactory to the Administrative Agent and the Collateral Agent, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 payable to the Administrative Agent by the assigning Bank or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank under this Agreement; and (B) the assigning Bank shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party...
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Assignees and Assignment Procedures. Each Lender may (a) without the consent of the Agent or the Company if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a Related Entity, or (b) otherwise with the consents of the Agent and (so long as no Event of Default has occurred and is continuing) the Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "ASSIGNEE") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata between the Revolving Loan, the Letter of Credit Exposure and the Mortgage Loan, of its Commitment, the portion of the Revolving Loan, the Letter of Credit Exposure and Mortgage Loan at the time owing to it and the Revolving Notes held by it but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that:
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Assignees and Assignment Procedures. Each Lender may (a) without the consent of the Agent or the Borrowers if the proposed assignee is already a Lender hereunder, a Related Fund or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender or any other Lender is a Subsidiary, or (b) otherwise with the consents of the Agent and (so long as no Event of Default exists) the Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks, investment companies, other financial institutions or mutual funds in the business of making or purchasing loans similar to the Credit Obligations (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata between the Revolving Loan, the English Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Revolving Loan, the English Loan and Letter of Credit Exposure at the time owing to it and any Note held by it, but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that: (i) the aggregate amount of the Commitment of the assigning Lender subject to each such assignment to any Assignee other than another Lender, a Related Fund or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender or any other Lender is a Subsidiary (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be not less than $3,500,000 and in increments of $500,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment); (ii) the parties to each such assignment shall execute and deliver to the Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form of Exhibit 11.1.1, together with the Note subject to such assignment and, except in the event of a transfer pursuant to Section 11.3, a processing and recordation fee of $3,000 payable to the Agent by the assigning Lender (or as the assigning Lender and the Assignee may otherwise agree between themselves); and (iii) in the case of an assignment to which the Borrowers have not provided consent, the Borrowers are not subject to any increase in its tax liability. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Accep...
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Assignees and Assignment Procedures. Each Lender may (a) without the consent of the Managing Agents or the Company if the proposed assignee is a Federal Reserve Bank or is an Affiliate of any Lender or (b) otherwise with the consents of the Managing Agents and (so long as no Event of Default exists) the Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion of its Commitment, the portion of the Loan at the time owing to it and the Notes held by it ; provided, however, that:
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Assignees and Assignment Procedures. Each Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more Persons (each, an "Assignee") all or a portion of its interests, rights and obligations under this Loan Agreement and the other Loan Instruments; provided, however, that the parties to each such assignment shall execute and deliver to the Borrower an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form of Exhibit D, together with the Debentures subject to such assignment. Upon acceptance and recording pursuant to Section 10.2.3, from and after the effective date specified in each Assignment and Acceptance (which effective date shall, unless waived by the Borrower, be at least five Business Days after receipt of the executed Assignment and Acceptance by the Borrower): (a) the Assignee shall be party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender under this Loan Agreement and (b) the assigning Lender shall, to the extent provided in such assignment, be released from its obligations under this Loan Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article IX, as well as to any fees accrued for its account hereunder and not yet paid).
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Assignees and Assignment Procedures. Any Lender may, with the consent of the Borrowers (which consent shall not be unreasonably withheld and provided that such consent shall not be required if a Default exists at the time of such assignment) and the consent of the Majority Lenders (which consent shall not be unreasonably withheld), assign to one or more banks or other institutional lenders (each an "Assignee") (a) in the case of any Lender other than the Agent, all or a portion, which shall not be less than $5,000,000 and (b) in the case of the Agent, all or a portion (which shall not be less than $5,000,000), of its interests, rights and obligations under this Agreement and the other Credit Documents; provided, however, that prior to any reduction in the Maximum Amount of Revolving Credit, the Agent shall hold not less than $10,000,000 principal amount of the Revolving Note. From and after the effective date specified in each assignment agreement: (i) the Assignee shall be a party hereto and, to the extent provided in such assignment agreement have the rights and obligations of the assigning Lender under this Agreement, and (ii) the assigning Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement.
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Assignees and Assignment Procedures. Any Lender may, with the consent of the Borrowers (which consent shall not be unreasonably withheld) and the consent of the Majority Lenders (which consent shall not be unreasonably withheld), assign to one or more banks or other institutional lenders (each an "Assignee") (a) in the case of any Lender other than the Agent, all but not less than all, and (b) in the case of the Agent, all or a portion (which shall not be less than $5,000,000), of its interests, rights and obligations under this Agreement and the other Credit Documents. From and after the effective date specified in each assignment agreement: (i) the Assignee shall be a party hereto and, to the extent provided in such assignment agreement have the rights and obligations of the assigning Lender under this Agreement, and (ii) the assigning Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement.
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Assignees and Assignment Procedures. Each Lender may (a) without the consent of the Agent or the Borrower if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a Subsidiary, or (b) otherwise with the consents of the Agent and (so long as no Event of Default has occurred and is continuing) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "ASSIGNEE") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata between the Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as a Letter of Credit Issuer; PROVIDED, HOWEVER, that: (i) the aggregate amount of the Commitment of the assigning Lender subject to each such assignment to any Assignee other than another Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be not less than $5,000,000 and in increments of $1,000,000; and
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Assignees and Assignment Procedures. Terms of Assignment and Acceptance . . . . . . . . . . 44 12.1.3. Register . . . . . . . . . . . . . . . . . . . . . . . 45 12.1.4. Notes . . . . . . . . . . . . . . . . . . . . . . . . 45 12.1.5. Foreign Persons . . . . . . . . . . . . . . . . . . . 46 12.1.6. Federal Reserve Bank . . . . . . . . . . . . . . . . . 46 12.1.7. Further Assurances . . . . . . . . . . . . . . . . . . 46 12.2. Credit Participants . . . . . . . . . . . . . . . . . . 46 13. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 47
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Related to Assignees and Assignment Procedures

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • Successors and Assigns; Assignments and Participations (a) Each Lender may at any time assign all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loans) to one or more Persons (a "TRANSFEREE"); PROVIDED, that such Transferee and such assigning Lender shall execute and deliver to Agent for acceptance and recording in the Register, a Lender Addition Agreement, substantially in the form of EXHIBIT C; PROVIDED FURTHER, that any such assignment shall be in a Commitment amount of at least $1,000,000 (or such lesser amount if such amount is a complete assignment of all of such Lender's Commitment). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but shall nevertheless continue to be entitled to the benefits of SECTION 12.

  • Delegation and Assignment 21 In the performance of this Agreement, CONTRACTOR may neither 22 delegate its duties or obligations nor assign its rights, either in whole or 23 in part, without the prior written consent of COUNTY. Any attempted 24 delegation or assignment without prior written consent shall be void. The

  • Variation and assignment No variation of this agreement shall be valid or effective unless it is in writing. We may amend this TOBA by sending you either a notice of amendment in writing or a revised TOBA. We are entitled to assign this TOBA to any other Affiliate for so long as such company remains an Affiliate.

  • 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, except that (i) the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by the Company without such consent shall be null and void) and (ii) no Bank may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 (c) of this Section) and, to the extent expressly contemplated hereby, the Administrative Agent’s and each Bank’s Affiliates and their respective directors, officers, employees, agents and advisors) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Bank may assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Company (such consent not to be unreasonably withheld or delayed), provided that no consent of the Company shall be required (x) for an assignment to a Bank, an affiliate of a Bank, or an Approved Fund (as defined below) or (y) if an Event of Default under Sections 9(a) or (i) has occurred; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Bank, an affiliate of a Bank or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Bank, an affiliate of a Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning Bank Commitments or Loans hereunder, the amount of the Commitments or Loans 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) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that such amounts shall be aggregated in respect of each Bank and its affiliates or Approved Funds, if any; (B) 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 (C) the Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire.