Consent and Assignment Clause Samples

Consent and Assignment. (a) The Bank, in cooperation with NOVA, from and after the date hereof and during the Transition Period, shall use its best efforts to obtain, in such manner and to such extent as NOVA may reasonably specify, (i) the agreement of the Merchants to the continuation of business with NOVA under the Merchant Agreements, all as contemplated by this Agreement, (ii) the consent of the Merchants to NOVA's conversion of such Merchants to such clearing bank and merchant accounting system as NOVA may specify, and (iii) the consent of the Merchants to NOVA's conversion of such Merchants to NOVA's network, all on such terms as are satisfactory to NOVA. (b) Without limiting the generality of the foregoing, promptly following the Closing, the Bank shall cause to be delivered to each of the Merchants a notice, in a form specified by NOVA, of the assignment by the Bank, effective as of the Effective Date, of all rights in and to said Merchant Agreements to NOVA. In NOVA's discretion, such notice may inform each Merchant of NOVA's intention to convert the Merchant to NOVA's network, as well as to a clearing bank and merchant accounting system designated by NOVA.

Consent and Assignment. (a) The Bank, in cooperation with Elavon, from and after the date hereof and during the Transition Period, shall use commercially reasonable efforts to obtain, in such manner and to such extent as Elavon may reasonably specify, (i) the agreement of the Merchants to the continuation of business with Elavon under the Merchant Agreements, all as contemplated by this Agreement, (ii) the consent of the Merchants to Elavon’s conversion of such Merchants to such clearing bank and merchant accounting system as Elavon may specify, and (iii) the consent of the Merchants to Elavon’s conversion of such Merchants to Elavon’s network, all on such terms as are satisfactory to Elavon. (b) Without limiting the generality of the foregoing, promptly following the Closing, the Bank shall cause to be delivered to each of the Merchants a notice, in a form specified by Elavon, of the assignment by the Bank, effective as of the Effective Date, of all rights in and to said Merchant Agreements to Elavon. In Elavon’s discretion, such notice may inform each Merchant of Elavon’s intention to convert the Merchant to Elavon’s network, as well as to a clearing bank and merchant accounting system designated by Elavon.

Consent and Assignment. (a) Each Bank, in cooperation with NOVA, from and after the date hereof and during the Transition Period, shall use commercially reasonable efforts to obtain, in such manner and to such extent as NOVA may reasonably specify, (i) the agreement of the Merchants to the continuation of business with NOVA under the Merchant Agreements and the agreements of the Agent Banks to the continuation of business with NOVA under the Agent Bank Agreements, all as contemplated by this Agreement, (ii) the consent of the Merchants to NOVA's conversion of such Merchants to such clearing bank and merchant accounting system as NOVA may specify, and (iii) the consent of the Merchants to NOVA's conversion of such Merchants to NOVA's network, all on such terms as are satisfactory to NOVA. (b) Without limiting the generality of the foregoing, promptly following the Closing and at NOVA's expense, the Banks shall cause to be delivered to each of the Merchants a notice, in a form specified by NOVA and approved by the Banks, of the assignment by such Bank, effective as of the Effective Date, of all rights in and to said Merchant Agreements to NOVA. In NOVA's discretion, such notice may inform each Merchant of NOVA's intention to convert the Merchant to NOVA's network, as well as to a clearing bank and merchant accounting system designated by NOVA.

Consent and Assignment. The [Anchor Investor] [Original Investor] hereby assigns to the New Investor Party its rights and obligations under the Purchase Agreement to purchase an aggregate amount number of shares of Common Stock equal to [●] from the Company (such transfer or assignment, the “Transfer”); provided, that such assignment will not relieve the [Anchor Investor] [Original Investor] of its obligations under the Purchase Agreement in the event the New Investor Party fails to fully perform its obligations under the Purchase Agreement. For the avoidance of doubt, the Company hereby consents to such Transfer.

Consent and Assignment. If requested by Industry in connection with the financing arrangements relating to the Plant, Carrier agrees to execute a "Consent and Agreement" subsequent to the execution of this Agreement in a form mutually satisfactory to the parties hereto.

Consent and Assignment. (a) MBNA, to the extent necessary and in cooperation with NOVA, from and after the Effective Date and during the Transition Period, shall use commercially reasonable efforts to assist NOVA in obtaining, at NOVA's expense, (i) the agreement of the Assigned Merchants and the Affinity Associations to the continuation of the Merchant Business with NOVA under the Assigned Merchant Agreements, the Affinity Agreements and/or the Assigned Affinity Rights, as contemplated by this Agreement, (ii) the consent of the Assigned Merchants, and the Affinity Associations, as appropriate, to NOVA's conversion of the Assigned Merchants to such clearing bank and merchant accounting system as NOVA may specify, and (iii) the consent of the Assigned Merchants, and the Affinity Associations, as appropriate, to NOVA's conversion of the Assigned Merchants to NOVA's network. Any additional documentation, other than the Transfer Documents, to be executed by MBNA, which NOVA currently deems to be required to accomplish the goals set forth in this Section 1.4(a), has been provided by NOVA as Exhibit 1.4(a). -------------- (b) Without limiting the generality of the foregoing, promptly following the Closing, NOVA shall deliver to each of the Assigned Merchants a notice, in a form mutually agreed upon by NOVA and MBNA, of the assignment by MBNA, as of the Effective Date, of all rights in and to said Assigned Merchant Agreements and the Assigned Affinity Rights to NOVA. The notice shall be on the letterhead of MBNA. Such notice may inform each Assigned Merchant of NOVA's intention to convert the Assigned Merchant to NOVA's network, as well as to a clearing bank and merchant accounting system designated by NOVA.