Assignments by the Purchasers Clause Samples

Assignments by the Purchasers. (i) Any Purchaser may, at any time, assign any of its rights and obligations hereunder or interests herein to any Person pursuant to an Assignment Agreement substantially in the form of Exhibit 14.02(b) hereto (each, an “Assignment Agreement”) with any changes as have been approved by the parties thereto; provided that (A) any assignment shall be an assignment of an identical percentage of the assignor Purchaser’s Capital Investment and its Commitment hereunder; (B) any assignment shall not be less than the lesser of $5,000,000 or 100% of the assignor Purchaser’s Capital Investment and Commitment hereunder; (C) so long as no Termination Event has occurred and is then continuing, such assignment is subject to the prior writ ten consent of MRFC as to the assignee Purchaser (which consent will not be unreasonably withheld or delayed and which consent rights shall not apply if such assignee Purchaser is a Purchaser or an Affiliate of any Purchaser); (D) the at all times, such assignment is subject to the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed if the assignment is to a Qualified Assignee), and (E) such assignment includes a payment to the Administrative Agent of an assignment fee of $3,500. Any such assignee Purchaser may further assign at any time its rights and obligations hereunder or interests herein (including any rights it may have in and to the Purchaser Interests and the MRFC Collateral and any rights it may have to exercise remedies hereunder), in each case without the consent of the Originator or the Servicers but subject to the requirements of this Transfer Agreement. Upon execution and delivery to the Administrative Agent of the Assignment Agreement, and payment by the assignee Purchaser to the assignor Purchaser of the agreed purchase price, if any, to the extent of such assignment such assignor Purchaser shall be released from its future obligations hereunder and, as applicable, under the relevant Related Documents, and such assignee Purchaser shall for all purposes be a Purchaser, as applicable, and shall have all the rights and obligations of such a Purchaser hereunder to the same extent as if it were an original party hereto. MRFC acknowledges and agrees that, upon any such assignment, the assignee Purchaser thereof may enforce directly, without joinder of any Purchaser, all of the obligations of MRFC hereunder. Any Assignment Agreement shall be an amendment hereof only to the extent necess...
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Assignments by the Purchasers. If there is an Event of Default under the Note Purchase Agreement, the Purchasers may (i) exercise Sellers rights under the Power Purchase Agreement, or (ii) assign or sublease any or all of Seller’s rights, title and interest in, to and under the Power Purchase Agreement and the Facilities to any third party (or parties), as long as such third party: (a) assumes all of the obligations of Seller under the Power Purchase Agreement (including any accrued liability in respect of the Aggregate Differential); and (b) is at least as experienced and capable of owning and operating (or causing the operation of) the Facility as Seller.
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Assignments by the Purchasers. 29 11.3 Participations.................................................. 29 11.4 Information..................................................... 29
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Assignments by the Purchasers. The Purchasers may assign all or any portion of the Notes without the prior consent of Borrower; provided, however, that for as long as no Default or Event of Default has occurred and is continuing, a Purchaser may only assign a portion the Notes then held by it if the principal amount being assigned is equal to or greater than $1,000,000 (it being understood that a Purchaser may assign the remaining principal amount of the Notes then held by such Purchaser if the amount thereof is less than $1,000,000).
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Related to Assignments by the Purchasers

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates to: (a) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and thereby; (e) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated thereby; and (f) deliver to BSC the certificate referenced in Section 7.01(a)(iii).

  • Deliveries by the Sellers At the Closing, the Sellers shall deliver, or cause to be delivered, to Buyer the following: (a) an instrument of assignment executed by each Seller, in form and substance reasonably acceptable to Buyer, evidencing the transfer of its respective Acquired Interests to Buyer, free and clear of all Liens; (i) a copy of the certificate of formation (or equivalent organizational document) of the Company certified by the secretary of state (or equivalent Governmental Authority) of the jurisdiction of organization of the Company, (ii) a copy of the limited liability company or operating agreement of the Company, and (iii) a copy of the resolutions of the governing body of the Company authorizing the transactions contemplated by this Agreement, to the extent required by the Company’s limited liability company agreement, each certified by an officer of the Company; (c) a certificate of the New Hampshire Secretary of State as to the good standing of the Company in such jurisdiction, dated no earlier than thirty (30) days prior to the Closing Date; (d) written resignations of the managers and officers of the Company designated by ▇▇▇▇▇ at least two (2) Business Days prior to the Closing Date, effective as of the Closing, in form and substance reasonably acceptable to Buyer; (e) pay-off letter(s) and Lien release documentation and/or authorization from the lender(s) or other payee(s) of the Pay-Off Indebtedness, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such indebtedness; (f) invoices or other documentation from the payee(s) of the Closing Selling Expenses, in form and substance reasonably acceptable to Buyer, setting forth the full amount due and owing as of the Closing Date necessary for the satisfaction and discharge of all such expenses; (g) an Investor Representation and Lock-Up Agreement between Buyer and each Seller, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date and executed by such Seller (the “Lock-Up Agreements”); (h) a duly completed and properly executed IRS Form W-9 from each Seller (or if the applicable Seller is disregarded as separate from its owner for U.S. federal income Tax purposes, the applicable direct or indirect parent of such Seller) and Sellers’ Representative, in each case dated as of the Closing Date; (i) all approvals, consents, estoppels and waivers set forth on Schedule 2.5, duly executed by the applicable party or parties; (j) a landlord estoppel and consent to assignment of lease, substantially in the form attached hereto as Exhibit D, dated as of the Closing Date and executed by the Company and the applicable landlord (the “Lease Consent”); (k) evidence reasonably satisfactory to Buyer that all phantom stock plans, agreements or similar equity-based compensation arrangements of the Company (collectively, “Phantom Stock Plans”) have been (or will be as a result of the Closing) terminated and settled, which termination shall include a release from each participant in any Phantom Stock Plan that such participant has no further right or claims with respect thereto; (l) evidence reasonably satisfactory to Buyer that (i) any and all limited liability company agreements, operating agreements, buy-sell agreements or similar agreements with respect to the Company, and (ii) any and all Contracts with any Affiliates of any Seller have been terminated without liability to Buyer or any Buyer Affiliated Company (including the Company after the Closing); (m) the Escrow Agreement duly executed by Sellers’ Representative and the Escrow Agent; (n) an Irrevocable Proxy by the Sellers, substantially in the form attached hereto as Exhibit E, dated as of the Closing Date and executed by the Sellers; and (o) such other deliverables requested by ▇▇▇▇▇ as may be necessary or appropriate to effect the transactions contemplated hereby.

  • Assignments and transfers by the Lenders Subject to this Clause 23, a Lender (the “Existing Lender”) may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).