Changes to Parties Clause Samples
The "Changes to Parties" clause defines the conditions and procedures under which the parties to an agreement may be altered, such as through assignment, novation, or substitution. Typically, this clause outlines whether a party can transfer its rights or obligations to another entity, and may require prior written consent from the other party before any such change is effective. Its core function is to ensure that all parties are aware of and agree to any modifications in the contractual relationship, thereby preventing unauthorized or unexpected changes that could affect the performance or enforcement of the agreement.
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Changes to Parties. CHANGES TO THE LENDERS
Changes to Parties. 22 CHANGES TO THE LENDERS
22.1 Assignments and transfers by the Lenders
(a) Subject to this Clause 22, a Lender (the “Existing Lender”) may:
(i) assign any of its rights; or
(ii) 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”).
(b) Unless (i) the assignment or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an Event of Default has occurred and is continuing, any assignment or transfer occurring after the Syndication Date shall require the consent of the Borrower, provided that (1) such consent shall not be unreasonably withheld or delayed; and (2) unless the Borrower or the Parent has notified the Agent to the contrary within 5 Business Days of receiving notice of the intended assignment or transfer the Borrower and the Parent will be deemed to have given its consent to that assignment or transfer.
22.2 Conditions of assignment or transfer
(a) An assignment will only be effective on:
(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and
(ii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
(b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with.
22.3 Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $1,000.
Changes to Parties. The Borrower may not assign or transfer any of its rights or obligations under this Contract without the prior written consent of the Bank. The Bank may assign all or part of its rights and benefits or transfer (by way of novation, sub-participation or otherwise) all or part of its rights, benefits and obligations under this Contract.
Changes to Parties. On and from the Effective Date the Northern Territory:
(a) becomes a Party to the Original Agreement; and
(b) is bound by the terms of the Original Agreement in all respects as if the Northern Territory had been named as a Party to the Original Agreement.
Changes to Parties. The Sellers may not assign or transfer any or all of their rights or obligations under this Agreement.
Changes to Parties. Each Chargor:
(a) authorises and agrees to changes to parties under clause 19 (Changes to the Parties) of the Intercreditor Agreement, and authorises the Security Agent to execute on its behalf any document required to effect the necessary transfer of rights or obligations contemplated by those provisions; and
(b) irrevocably appoints the Parent as its agent for the purpose of executing any Security Accession Deed on its behalf.
Changes to Parties. All the rights, privileges, powers, discretions and authorities of the Beneficiaries hereunder will benefit their respective successors and permitted assignees and all terms, conditions, representations and warranties and undertakings of the Pledgor hereunder shall oblige its respective successors and assignees in the same manner, it being agreed and understood that:
(a) the Pledgor shall not assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except as otherwise permitted by the Finance Documents, and
(b) the Beneficiaries and the Security Agent shall be entitled to assign, transfer, novate or dispose of any of, or any interest in, their rights and/or obligations hereunder to any successor in accordance with the relevant provisions of the Finance Documents. The provisions of this Agreement and the rights arising therefrom shall remain in full force and effect and benefit to any successors, permitted transferees or permitted assignees of a Beneficiary, without any specific notice, registration or reiteration, in the event of, inter alios, of any sale, merger, demerger, spin-off or assets contribution which a Beneficiary may decide to effect. It is expressly agreed that an asset contribution or a partial merger within the meanings of Articles L. 236-1 et sequitur of the French Commercial Code (Code de Commerce) shall be deemed to be a transfer for the purpose of the present provision.
Changes to Parties. 25. Changes to the Finance Parties 98 26. Changes to the Obligors 106
Changes to Parties. 22. Changes to the Lenders
Changes to Parties. Changes to the Lenders 85 28. Changes to the Obligors 90