Full Assignment Clause Samples
The Full Assignment clause establishes the right of one party to transfer all of its rights and obligations under a contract to another party. In practice, this means that the original party can assign the entire agreement, rather than just specific parts, to a third party, often with the consent of the other contracting party. This clause is essential for facilitating business transactions such as mergers or asset sales, as it allows for the seamless transfer of contractual relationships and obligations, thereby ensuring continuity and flexibility in commercial arrangements.
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Full Assignment. If the aggregate Revolving Credit Commitments of all Consenting Lenders are equal to or greater than 75% of the Total Revolving Credit Commitment in effect immediately prior to the Extension Request, then the Borrower may arrange for all rights and obligations of each Lender under this Agreement and under the other Loan Documents and Guaranties (including, without limitation, their Revolving Credit Commitment and all Loans owing to them) who has not given its written approval within sixty (60) days after the date of such Extension Request (the “Rejecting Lenders”) to be assigned, within ninety (90) days following such Extension Request, in accordance with Section 2.16 or 10.2, as applicable, to one or more Consenting Lenders or new replacement Lenders who shall have approved in writing such Extension Request at the time of such assignment (such Consenting Lenders together with any new replacement Lenders, the “Replacement Lenders”), and upon the assignment in full of the aggregate Revolving Credit Commitments, outstanding Loans and all Reimbursement Obligations of Rejecting Lenders to Replacement Lenders, the Administrative Agent shall promptly so notify the Borrower and each Consenting and Replacement Lender, and the Scheduled Termination Date shall be extended by one (1) year, and in such event the Borrower may thereafter request further extension(s) as provided in Section 2.17(a).