Binding Effect; Assignment; Tax Withholding Clause Samples
The "Binding Effect; Assignment; Tax Withholding" clause establishes that the agreement is legally binding on all parties and their successors, and addresses the rules regarding the transfer of rights or obligations under the contract, as well as the handling of tax withholdings. Typically, this clause clarifies that parties cannot assign their rights or delegate their duties to others without prior written consent, and it may require one party to withhold taxes from payments if required by law. Its core function is to ensure that the agreement's terms are enforceable against all relevant parties, prevent unauthorized transfers of contractual rights, and ensure compliance with tax regulations, thereby reducing legal and financial risks.
Binding Effect; Assignment; Tax Withholding. This Agreement and the other Loan Documents will be binding upon and inure to the benefit of Borrower and Lender, and their successors and assigns. Notwithstanding the foregoing, this Agreement and any and all of the rights and obligations of any party hereunder shall not be assigned, delegated, sold, transferred or otherwise disposed of, by operation of law or otherwise. Any attempted assignment, delegation, sale, transfer or other disposition in violation hereof shall be void. If, nevertheless, the rights to any payment due hereunder by Borrower to Lender shall be transferred by operation of law, by order of a court of competent jurisdiction or any other circumstances with respect to which it is determined that such transfer is not void, then such transfer may be effected only by delivery of a signed original of this Agreement to Borrower, who shall re-deliver such signed original to the transferee duly indorsed by Borrower to indicate the name and address of such transferee. Under no circumstances prior to maturity of all payment obligations due by Borrower to Lender hereunder may any such obligations ever be transferred to or held by any person by virtue of such person being the bearer of any document or instrument, including this Agreement, evidencing such obligations. Lender hereby covenants, and any subsequent transferee upon transfer of said payment obligation and as a condition to such transfer shall covenant, with Borrower to provide Borrower a completed United States Internal Revenue Service Form W-8 or W-9, as appropriate, (i) on or before the first payment made to Lender or any such transferee; (ii) on or before the first payment in the third calendar year following the calendar year in which such form was last provided by Lender or any such transferee, or more frequently if required by law as a condition to exemption from any form of withholding of tax; and (iii) within 30 days of any change in the information contained in an applicable form provided to Borrower hereunder. Lender (and any such transferee) agrees to indemnify Borrower for any tax, interest, or penalty loss imposed on Borrower in the event that any taxing authority determines that Borrower is or was required to withhold with respect to any payment made hereunder. However, the previous sentence shall not apply to any tax, interest or penalty imposed after Borrower has either been notified by any taxing authority that withholding is required, or after Lender (or such transferee) ...