Conditions of assignment or transfer Sample Clauses
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Conditions of assignment or transfer. (a) Except where such assignment or transfer is from a Lender to an Affiliate, another Lender or a Related Fund, the minimum amount of any assignment or transfer undertaken pursuant to this Clause 30 must be greater than or equal to the Base Currency Amount of US$5,000,000 with respect to Revolving Facility A and €5,000,000 with respect to Revolving Facility B.
(b) The consent of the Parent shall be required for any assignment or transfer by an Existing Lender of any of such Existing Lender’s rights or obligations under this Agreement, unless the transfer or assignment is:
(i) to another Lender or an Affiliate of a Lender; or
(ii) following an Event of Default which is continuing. Where the consent of the Parent is required it shall not be unreasonably withheld or delayed, and shall be deemed to have been given if no response has been received from the Parent within five (5) Business Days of the date of the request for its consent.
(c) 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 and the other Secured Parties as it would have been under if it had been an Original Lender;
(ii) the recordation of such assignment on the Register; and
(iii) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender.
(d) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 19 (Tax Gross Up and Indemnities) or Clause 20.1 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in relation to Clause 19.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference...
Conditions of assignment or transfer. (a) An assignment will only be effective on:
(i) receipt by the Administrative Agent of written confirmation from the New Lender (in form and substance satisfactory to the Administrative 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 Existing Lender; and
(ii) performance by the Administrative Agent and the Security Trustee 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 Security Trustee shall promptly notify to the Administrative Agent and the Administrative Agent shall promptly notify the Existing Lender and the New Lender (as the case may be).
(b) A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer) is complied with.
(c) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 11 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been entitled if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer. (a) An Existing Lender must obtain the prior written consent of the Company (such consent not to be unreasonably withheld or delayed, provided that the Company shall be deemed to have given its consent five (5) Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that period) before it may make an assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is:
(i) to another Lender or an Affiliate of a Lender where such Affiliate is a Qualifying Bank;
(ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender;
(iii) to any bank or financial institution on the Approved List which is a Qualifying Bank; or
(iv) made at a time when an Event of Default is continuing.
(b) In the event a Lender enters into an assignment or transfer without complying with the requirements of paragraph (a) above, neither its Commitments and/or participations (but only to the extent of such transfer or assignment) nor those of the relevant transferee or assignee shall be included for the purpose of calculating whether a certain percentage of Total Commitments or Utilisations has been obtained to approve an amendment, waiver or similar under any of the Finance Documents.
(c) The Approved List may be amended with the prior written consent of the Agent (acting on the instruction of the Majority Lenders) and the Company.
(d) For the avoidance of doubt, an amendment to the Approved List (including the removal of an institution from the Approved List), will be without prejudice to the effect of any assignment or transfer which is made in accordance with this Clause 27 (Changes to the Lenders) prior to the date of such amendment.
(e) The amount of the Existing Lender’s Commitment assigned or transferred must be a minimum of USD 5,000,000 (or its equivalent in other currencies) unless the assignment or transfer is:
(i) to another Lender or an Affiliate of a Lender;
(ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender;
(iii) made at a time when an Event of Default is continuing; or
(iv) of all of the relevant Existing Lender’s Commitment (and not part thereof).
(f) For the purposes of paragraph (a) above:
(i) in the case of concurrent assignments, releases and accessions by an Existing Lender to two or more Related Funds or Affiliates, the participations in respect of the Commitmen...
Conditions of assignment or transfer. (a) The consent of the Agent and the Borrowers is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default has occurred and is continuing.
(b) The consent of the Agent and the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the relevant Borrower within that time.
(c) Unless the Borrowers and the relevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under each of the Facilities.
(d) An assignment or transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
(e) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.
(f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
Conditions of assignment or transfer. Notwithstanding any other term of this Agreement, each Lender must ensure that at all times its Overall Commitment is not less than:
(a) its Swingline Commitment; or
(b) if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.
Conditions of assignment or transfer. 25.2.1 An assignment will only be effective on:
(a) 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
(b) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations 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.
25.2.2 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
25.2.3 If:
(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer. The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:
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 necessary “know your customer” or other similar checks under all applicable laws and regulations 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 25.4 (Procedure for transfer) is complied with.
c) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer a) The consent of the Borrowers is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:
(i) to another Lender or an Affiliate of a Lender;
(ii) to a reputable shipping bank or a reputable shipping financial institution which has a minimum rating of "BBB" at S&P or "Baa" at ▇▇▇▇▇'▇; or
(iii) made at the time when an Event of Default is continuing.
b) The consent of the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time.
c) An assignment will only be effective on:
(i) receipt by the Agent (whether in the Transfer Certificate or otherwise) 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 necessary "know your customer" or other similar checks under all applicable laws and regulations 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.
d) A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for transfer) is complied with.
Conditions of assignment or transfer. (a) The consent of the Company is required for an assignment or transfer by an Existing Lender, unless: