Assignment by Xxxxxxx. Each Lender may assign to any Eligible Assignee or to any other Lender (other than a Disqualified Institution) all or a portion of its rights and obligations under this Agreement (including, but not limited to, (A) all or a portion of its unfunded Commitment hereunder without the necessity of transferring any portion of any Loan funded by such Lender or other obligations owed to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and provided, further, that such consent shall not be required if an Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b)
Assignment by Xxxxxxx. Xxxxxxx may not assign this Agreement or any part thereof; provided, however, that nothing herein shall preclude one or more beneficiaries of Xxxxxxx from receiving any amount that may be payable following the occurrence of his legal incompetency or his death and shall not preclude the legal representative of his estate from receiving such amount or from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of the intestacy applicable to his estate.
Assignment by Xxxxxxx. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that
Assignment by Xxxxxxx. So long as no Facility Termination Event or Investment Manager Event of Default has occurred and is continuing, no Lender may make any assignment, and no such assignment shall be permitted, other than any proposed assignment (i) to an Affiliate of such Lender, (ii) to another Lender hereunder or (iii) if (x) such Lender makes a reasonable determination that its ownership of any of its rights or obligations hereunder (and under other similar facilities (if any) held by such Lender) is prohibited by the Xxxxxxx Rule and (y) to the extent such Lender is permitted by the applicable documentation, such Lender is making commercially reasonable efforts to assign its interest in other similar facilities in a manner similar to such proposed assignment, to any Person other than a Competitor, without the prior written consent of the Borrower (which consent, if such assignment is to a Person other than a Competitor, shall not to be unreasonably withheld, delayed or conditioned). Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise.
Assignment by Xxxxxxx. Each Lender 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 its commitment and the Loans at the time owing to it), subject to any restrictions on such assignment set forth in the other Loan Documents. Each such Lender shall notify the Administrative Agent of such assignment and deliver to the Administrative Agent a copy of any assignment and assumption agreement entered into in connection thereto. Notwithstanding anything herein to the contrary, any pledge or assignment of all or a portion of the rights, or a security interest in such rights, of K2 HealthVentures LLC as a Lender made to an Affiliate of K2 HealthVentures LLC, shall only be made to K2 HealthVentures Equity Trust LLC.
Assignment by Xxxxxxx xxx ------------------------- Xxxxxxx.xxx shall not assign or sublicense its rights under this Agreement to any other person, entity or affiliate without the prior written consent of GE, which consent shall not unreasonably be withheld or delayed. Notwithstanding the foregoing, Xxxxxxx.xxx may assign all of its rights and obligations hereunder in the case of (i) the sale of all or substantially all of the capital stock or assets of Xxxxxxx.xxx, or (ii) the merger of Xxxxxxx.xxx with and into another entity where the Xxxxxxx.xxx is not the surviving entity. GE hereby authorizes the foregoing assignments, provided that (a) such transfers or assignments are made pursuant to a written assignment and assumption agreement under which the transferee agrees to perform all of Xxxxxxx.xxx's obligations hereunder; and (b) Xxxxxxx.xxx may not transfer or assign its rights or obligations hereunder to any then-current competitor or customer of GE (or any affiliate, division, operating unit or subsidiary of such competitor or customer).
Assignment by Xxxxxxx. This Agreement, and any claims against Carrier arising directly or indirectly out of or in connection with this Agreement, may be assigned, in whole or in part, by Shipper only:
Assignment by Xxxxxxx. Xxxxxxx may assign this Agreement and/or any rights arising hereunder without restriction to:
Assignment by Xxxxxxx. Any Lender may assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment (or any portion thereof) pursuant to any one of the following clauses (a) through (e); provided, that, no transfer or assignment may be made to the Servicer, the Equityholder or an Affiliate thereof without the prior written consent of the Facility Agent and in no event prior to the occurrence and continuation of an Event of Default shall any Lender make any such assignment or participation to any Disqualified Institution; provided further that, so long as no Event of Default or Servicer Default has occurred or is continuing, no transfer or assignment may be made to a Person that is subject to the EU Securitization Rules without the Borrower’s prior written consent:
Assignment by Xxxxxxx. Each Lender may assign to any Eligible Assignee or to any other Lender (other than a Disqualified Institution) all or a portion of its rights and obligations under this Agreement (including, but not limited to, (A) all or a portion of its unfunded Commitment hereunder without the necessity of transferring any portion of any Loan funded by such Lender or other obligations owed to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the necessity of transferring any portion of its unfunded Commitment hereunder); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if the Borrower does not respond 61 US-DOCS\130633316.10 EXHIBIT B Clean Copy of Amended Loan Agreement [See attached.]
