Assignments and Acceptances Clause Samples
The "Assignments and Acceptances" clause governs how rights and obligations under an agreement can be transferred from one party to another. Typically, it outlines the conditions under which a party may assign its interests, such as requiring prior written consent from the other party or specifying procedures for notifying all involved parties. For example, in a loan agreement, this clause would detail how a lender can transfer its rights to another financial institution. Its core function is to ensure that all parties are aware of and agree to any changes in who holds contractual rights or responsibilities, thereby maintaining transparency and preventing unauthorized transfers.
Assignments and Acceptances. In lieu of executing and delivering an Assignment and Acceptance, each existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and each existing Lender and each New Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and Borrower hereby accepts, the following:
Assignments and Acceptances. In lieu of executing and delivering an Assignment and Acceptance, Assignors and Assignee hereby agree to, and Borrower hereby accepts, the following:
Assignments and Acceptances. The Declining Bank shall have assigned and sold to each of Istituto Bancario San Paolo di Torino, S.P.A. and Commerzbank AG New York and/or Grand Cayman Branches a portion of its Commitment in the amount of $25,000,000, and Istituto Bancario San Paolo di Torino, S.P.A. and Commerzbank AG New York and/or Grand Cayman Branches shall have assumed and accepted from the Declining Bank, such portion of the Declining Bank's interests, rights and obligations under the Credit Agreement pursuant to Assignments and Acceptances in form satisfactory to the parties thereto, the Borrower and the Agent, (ii) each such Assignment and Acceptance shall be in full force and effect, (iii) the Declining Bank shall have delivered its Note to the Borrower for cancellation, (iv) the Borrower shall have issued to each of Istituto Bancario San Paolo di Torino, S.P.A. and Commerzbank AG New York and/or Grand Cayman Branches a Note in accordance with the terms of the Assignment and Acceptance to which such Bank is a party.
Assignments and Acceptances. In lieu of executing and delivering an Assignment and Acceptance, each existing Lender whose Pro Rata Share of the Commitments is decreasing in connection herewith (each an “Assignor” and, collectively, the “Assignors”) and each existing Lender whose Pro Rata Share of the Commitments is increasing in connection herewith (collectively, the “Increasing Existing Lenders”; and together with the Assignors, collectively, the “Existing Lenders”; and the Increasing Existing Lenders together with the New Lender, each an “Assignee” and, collectively, the “Assignees”) hereby agree to, and Borrower hereby accepts, the following: #5701439
Assignments and Acceptances. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an “Assigning Revolving Credit Lender”) may assign to one or more Eligible Assignees (in this Section 17.1(a), each an “Assignee Revolving Credit Lender”) all or a portion of that Revolving Credit Lender’s interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Tranche A Dollar Commitment, Tranche A-1 Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that:
(i) The Administrative Agent and, after the completion of a Successful Syndication, subject to the provisions of Section 2.22(d) hereof, the Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld.
(ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender’s rights and obligations under this Agreement.
(iii) Each partial assignment shall be made as an assignment of a proportionate part of all the Assigning Revolving Credit Lender’s rights and obligations under this Agreement with respect to such Lender’s Tranche A Loans, Tranche A Dollar Commitment, Tranche A-1 Loans and Tranche A-1 Dollar Commitment.
(iv) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender’s Loan Commitment (if not an assignment of all of the Assigning Revolving Credit Lender’s Loan Commitment) shall not be less than $5,000,000.00.