Common use of Assignment of Rights and Obligations Clause in Contracts

Assignment of Rights and Obligations. 15.01. Any of the Banks (as well as any of their assignees) may freely assign their rights and obligations to (i) any of its affiliate companies, and, in such case the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of its obligations under this Agreement. Pursuant to the terms and conditions of said assignments, each assignee, once the assignment is legally served to the Borrower and the Administrative Agent, shall have the same benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had under this Agreement if no assignment had been carried out.

Assignment of Rights and Obligations. 15.01. (a) Any Investor may assign to any Assignee all or a portion of the Banks (as well as any of their assignees) may freely assign their its rights and obligations under this Agreement (including, without limitation, its right to make Purchases and reinvestments from time to time hereunder and all Eligible Assets owned by it); provided, however, that (i) any each such assignment shall be of its affiliate companiesnot less than $1,000,000 of such Investor's right to make Purchases under this Agreement and the Eligible Assets owned by it, and, in such case the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committeeeach such assignment shall be to an Eligible Assignee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441the parties to each such assignment shall execute and deliver to the Agent, in which case it shall not be necessary to notify for its acceptance, an Assignment and Acceptance, (iv) the Borrower about the whole or part consent of the benefits and/or rightsAgent shall first have been obtained and (v) the Seller should execute and deliver to the Agent for the account of such Assignee a Certificate in form and substance satisfactory to the Agent. Upon such execution, and/or sharesdelivery and acceptance of any Assignment and Acceptance, and/or dutiesfrom and after the effective date specified in such Assignment and Acceptance, and/or chargeswhich effective date shall be the later of (x) the date the Agent receives such executed Assignment and Acceptance and (y) the date of such Assignment and Acceptance, and/or (I) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have all the Loan rights and obligations of an Investor hereunder and (II) the assigning Investor shall, to any Person other than the ones abovementioned as long as they extent that rights and obligations hereunder have the Borrower’s prior written consentbeen assigned by it pursuant to such Assignment and Acceptance, which shall not relinquish its rights and be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of released from its obligations under this Agreement. Pursuant to Agreement (and, in the terms case of an Assignment and conditions Acceptance covering all or the remaining portion of said assignments, each assignee, once the assignment is legally served to the Borrower an assigning Investor's rights and the Administrative Agent, shall have the same benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had under this Agreement if no assignment had been carried outAgreement, such Investor shall cease to be a party hereto).

Assignment of Rights and Obligations. 15.01. Any (a) Each Member may assign to any Assignee, and if required by the Seller pursuant to SECTION 2.14 will assign to the Assignee designated pursuant to such Section, all or a portion of the Banks (as well as any of their assignees) may freely assign their its rights and obligations to under this Agreement (including, without limitation, all or a portion of its Commitment and of the portion of the Receivable Interests owned by it); PROVIDED, HOWEVER, that (i) any each such assignment shall be a constant, and not a varying, percentage of its affiliate companies, and, in such case Member's rights and obligations under this Agreement and the Banks shall duly serve the Borrower notice within a period of *** Business Days as portion of the execution of the assignment; and/or Receivable Interests owned by it, (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committeeeach such assignment shall be to an Eligible Assignee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or and (iii) one or several financial trusts as part the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the later of (x) the date the Administrative Agent receives the executed Assignment and Acceptance and (y) the date of such Assignment and Acceptance, (I) the Assignee thereunder shall be a party hereto and shall have all the rights and obligations of a securitization performed in compliance with Section 70 of Act No. 24441Member hereunder, in which case it (II) such Assignee shall not be necessary to notify the Borrower about the whole or part thereby become a Member of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part Purchaser Group of the benefitsassigning Member and (III) the assigning Member shall, rights, shares, duties, charges, to the extent that rights and obligations or contractual position they may hereunder have been assigned by it pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consentsuch Assignment and Acceptance, which shall not relinquish its rights and be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of released from its obligations under this Agreement. Pursuant to Agreement (and, in the terms case of an Assignment and conditions Acceptance covering all or the remaining portion of said assignments, each assignee, once the assignment is legally served to the Borrower an assigning Member's rights and the Administrative Agent, shall have the same benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had under this Agreement if no assignment had been carried outAgreement, such Member shall cease to be a party hereto).

Assignment of Rights and Obligations. 15.01. Any of This Agreement and the Banks (as well as any of their assignees) may freely assign their Parties’ respective rights and obligations hereunder may not be transferred, conveyed or assigned to any third party without the prior written consent of the other Parties hereto, provided, however, that (i) TopSpin may assign its rights and obligations under this Agreement to any of its affiliate companiesAffiliates, andprovided that this shall be without prejudice to any of Anavid and Ahzakot’s rights herein; (ii) without derogating from (i), following the Closing, TopSpin and the Company may assign their respective rights and obligations under this Agreement to any Person owning or acquiring all or substantially all the assets of TopSpin or the Company, as applicable, (including this Agreement) or into which TopSpin or the Company, as applicable, shall merge, whether by operation of law or otherwise, provided that this shall be without prejudice to any of Anavid and Ahzakot’s rights herein; and (iii) Anavid may assign its rights (in whole but not in part) to receive payments under Sections 11.6 and 11.7 to Ahzakot Upituach through a written notice to the Company and TopSpin, subject to Ahzakot Upituach’s written consent (a copy of which shall be delivered to the Company) and delivery of a written approval of Bank Leumi (or any other Person in favor of which payments under Sections 11.6 and 11.7 are charged), and in such case the Banks provisions of this Agreement governing the royalty payments under Sections 11.6 and 11.7 shall duly serve continue to apply mutatis mutandis viz. Ahzakot Upituach, including, without limitation, rights to make deductions and the Borrower notice within a period deemed payment thereof and that all payments shall be made by the Company to Ahzakot Upituach only (unless deducted in accordance with this Agreement). For the removal of *** Business Days as of the execution of the doubt, upon such assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part of a securitization performed in compliance with Section 70 of Act No. 24441, in which case it Anavid shall not be necessary to notify have any claims against the Borrower about the whole Company, TopSpin or part of the benefits and/or rightstheir directors, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant officers and shareholders and their respective successors and assigns with respect to the Loan to non-receipt of any Person other than royalty payment and nothing herein shall derogate from Section 14 hereof. For the ones abovementioned as long as they have avoidance of doubt, if TopSpin transfers any shares in the Borrower’s prior written consent, which shall not be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expiresCompany, it shall be deemed accepted if the Borrower fails entitled to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of assign its rights and obligations under this Agreement. Pursuant Agreement to the terms and conditions transferee of said assignments, each assignee, once the assignment is legally served to the Borrower and the Administrative Agent, shall have the same benefits and/or rights, and/or such shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had under this Agreement if no assignment had been carried out.

Assignment of Rights and Obligations. 15.01. Any (a) Each Purchaser may assign to any Assignee, and if required by the Seller pursuant to SECTION 2.14 will assign to the Assignee designated pursuant to such Section, all or a portion of the Banks (as well as any of their assignees) may freely assign their its rights and obligations under this Agreement (including, without limitation, its right to make Purchases and reinvestments from time to time hereunder and all Receivable Interests owned by it); PROVIDED, however, that (i) any of its affiliate companies, and, in each such case the Banks assignment shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or be to an Eligible Assignee and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Upon such execution, delivery and acceptance of any financial institution or entity domiciled Assignment and Acceptance, from and after the effective date specified in any such Assignment and Acceptance, which effective date shall be the later of (x) the countries following date the standards Administrative Agent receives such executed Assignment and Acceptance and (y) the date of such Assignment and Acceptance, (I) the Basel Banking Committee, Assignee thereunder shall be a party hereto and, in to the extent that rights and obligations hereunder have been assigned to it pursuant to such caseAssignment and Acceptance, shall have all the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or (iii) one or several financial trusts as part rights and obligations of a securitization performed in compliance with Section 70 of Act No. 24441Purchaser hereunder and (II) the assigning Purchaser shall, in which case to the extent that rights and obligations hereunder have been assigned by it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consentsuch Assignment and Acceptance, which shall not relinquish its rights and be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of released from its obligations under this Agreement. Pursuant to Agreement (and, in the terms case of an Assignment and conditions Acceptance covering all or the remaining portion of said assignments, each assignee, once the assignment is legally served to the Borrower an assigning Purchaser's rights and the Administrative Agent, shall have the same benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had under this Agreement if no assignment had been carried outAgreement, such Purchaser shall cease to be a party hereto).

Assignment of Rights and Obligations. 15.01. Any (a) Each Member may assign to any Eligible Assignee all or a portion of the Banks (as well as any of their assignees) may freely assign their its rights and obligations to under this Agreement (including, without limitation, all or a portion of its Bank Commitment and of the portion of the Eligible Assets owned by it); PROVIDED, HOWEVER, that (i) each such assignment shall be a constant, and not a varying, percentage of such Member's rights and obligations under this Agreement and the portion of the Eligible Assets owned by it, (ii) in the case of any assignment by any Member that is not assigning pursuant thereto all of its affiliate companiesright and obligations under this Agreement, and, in the amount of the Bank Commitment being assigned pursuant to each such case the Banks shall duly serve the Borrower notice within a period of *** Business Days assignment (determined as of the execution date of the Assignment and Acceptance with respect to such assignment; and/or (ii) any financial institution or entity domiciled in any of the countries following the standards of the Basel Banking Committee, and, in such case, the Banks shall duly serve the Borrower notice within a period of *** Business Days as of the execution of the assignment; and/or be at least $1,000,000 (iii) one or several financial trusts as part each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recording fee of $2,500, (v) the consent of the Agent shall first have been obtained and (vi) the Seller shall execute and deliver to the Agent for the account of such Assignee a Certificate in form and substance satisfactory to the Agent. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the later of (x) the date the Agent receives the executed Assignment and Acceptance and (y) the date of such Assignment and Acceptance, (I) the assignee thereunder shall be a party hereto and shall have all the rights and obligations of a securitization performed in compliance with Section 70 of Act No. 24441Member hereunder and (II) the assigning Member shall, in which case to the extent that rights and obligations hereunder have been assigned by it shall not be necessary to notify the Borrower about the whole or part of the benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations enforceable under this Agreement. The Banks may also assign the whole or part of the benefits, rights, shares, duties, charges, obligations or contractual position they may have pursuant to the Loan to any Person other than the ones abovementioned as long as they have the Borrower’s prior written consentsuch assignment and acceptance, which shall not relinquish its rights and be rejected without reason nor delayed for a period longer than *** Business Days if required, being it hereby set forth that, in case said period expires, it shall be deemed accepted if the Borrower fails to either accept or reject the assignment request. Such Borrower’s consent shall not be necessary in case, at the time of executing the assignment, the Borrower had failed to fulfill any of released from its obligations under this Agreement. Pursuant to the terms and conditions of said assignments, each assignee, once the assignment is legally served to the Borrower and the Administrative Agent, shall have the same benefits and/or rights, and/or shares, and/or duties, and/or charges, and/or obligations and/or contractual position as the assigning Bank would have had under this Agreement if no assignment had been carried out.