Limitation on Assignments. Notwithstanding Section 10.06, an assignment will only be effective on performance by the Administrative Agent of all “know your customer” or other checks that is required to carry out with respect to any Person in connection with such assignment, the completion of which the Administrative Agent shall promptly notify to the assigning Lender and the applicable Assignee.
Limitation on Assignments. Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to Buyer of any Drilling Contract, Other Contract or Permit if an attempted assignment of the same without the consent of any party would constitute a breach thereof or a violation of any law or any judgment, decree, order, writ, injunction, rule or regulation of any Governmental Entity unless and until such consent shall have been obtained. In the case of any such Drilling Contract, Other Contract or Permit that cannot be effectively transferred to Buyer without such consent (a "Consent Required Contract"), Sellers agree that between the date hereof and the Closing Date they will use their Best Efforts to obtain or cause to be obtained the necessary consents to the transfer of any Consent Required Contract. Buyer agrees to cooperate and to cause any Buyer Designee to cooperate with Sellers in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting party under a Consent Required Contract. In the event that Sellers shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required Contract, the terms of this Section 2.4 shall govern the transfer of the benefits of each such contract. Sellers and Buyer shall use their Best Efforts after the Closing Date to obtain any required consent to the assignment to, and assumption by, Buyer of each Consent Required Contract that is not transferred to Buyer at the Closing (a "Nonassigned Contract"). Sellers, or a Seller Designee, and Buyer, or a Buyer Designee, shall enter into an agreement substantially in the form of that attached hereto as Exhibit 2.4 on the Closing Date with respect to each Nonassigned Contract providing that until the rights and obligations of Sellers thereunder are transferred to or assumed by Buyer, or, if earlier, until termination of such Nonassigned Contract, Sellers shall continue to perform their obligations thereunder and Buyer shall provide such assistance, at the sole expense of Buyer, as Sellers may reasonably request for such purpose, including, without limitation, the use of personnel and assets (by lease or otherwise) of Buyer and its Affiliates of the type and quantity that Sellers would have used to perform such Nonassigned Contract had the transactions contemplated by this Agreement not been consummated. Such agreement shall also provide that in consideration ...
Limitation on Assignments. Notwithstanding Section 14.6, an assignment under any Tranche will only be effective on performance by the applicable Funding 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, the completion of which the applicable Funding Agent shall promptly notify to the assigning Lender and the applicable Qualified Institution.
Limitation on Assignments. In addition to, and without limiting the requirements set forth in sections 9.04 of the Credit Agreements, each Participant Lender agrees that it will not assign all, or any ratable part, of its Loans, Commitments or other rights or obligations under the Loan Documents to any Person (other than a Participant Lender) unless such Person shall have agreed to be bound by this Agreement (including the forbearance granted hereunder). Each Participant Lender agrees that, notwithstanding anything to the contrary in the Credit Agreements, the Administrative Agent shall be entitled to withhold its consent to, and shall not be required to give effect to, any purported assignment of such Participant Lender's Loans, Commitments or other rights or obligations under the Loan Documents if the conditions set forth in the previous sentence are not satisfied.
Limitation on Assignments. Pledgor will not, ------------------------- without the consent of Secured Party, agree to any provision in any Contract or other agreement constituting Collateral, which purports (or is so broad in scope so as) to limit Pledgor's rights to pledge or assign the right to payment of monies due or to become due thereunder.
Limitation on Assignments. In addition to, and without limiting, the requirements set forth in Section 12.1 of the Credit Agreement, each Participant Bank agrees that it will not assign all, or any ratable part, of its Loans or Notes or other rights or obligations under the Loan Documents to any Person (other than a Participant Bank) unless such Person shall have agreed to be bound by this Forbearance Agreement (including the forbearance granted hereunder) by executing a consent substantially in the form attached hereto as
Limitation on Assignments. Notwithstanding anything herein contained to the contrary, this Agreement shall not constitute nor require an assignment to Buyer of any Contract, License or other right if an attempted assignment of the same without the consent of any party would constitute a breach thereof unless and until such consent shall have been obtained. In the case of any such Contract, License or other right which cannot effectively be transferred to Buyer without such consent, the Members and Seller will each use all reasonable efforts to obtain such consent promptly and if such consent is not obtained, Seller and Buyer agree to enter into such reasonable arrangements as may be appropriate to provide Buyer with benefits purported to be vested in Buyer pursuant to the terms of this Agreement had such consent been obtained.
Limitation on Assignments. Each Partner shall be prohibited from assigning, selling, exchanging or otherwise transferring such Partner's interest in the Partnership unless all of the following requirements are satisfied: (a) the proposed transaction applies to the entire interest of such Partner in the Partnership; (b) each other Partner grants prior written consent to the proposed transaction; (c) the prospective transferee agrees to be bound by this Agreement as a Partner; and (d) the Partnership receives an opinion from its legal counsel, satisfactory to the Partnership in form and substance, confirming that the proposed transaction would not violate any applicable laws, including but not limited to state or federal securities laws, and would not terminate the existence of the Partnership for tax or other purposes.
Limitation on Assignments. Neither this Settlement Agreement nor any interests hereunder shall be assignable by either Party, except that either Party may assign or transfer its interests under this Settlement Agreement to an entity that acquires all or substantially all of its business through merger, acquisition, reorganization, or otherwise.
Limitation on Assignments. Notwithstanding any other provision hereof, this Agreement shall not constitute nor require an assignment to Spinco of any Contract, Permit, license or other right if an attempted assignment of the same without the consent of any party would constitute a breach thereof or a violation of any law or any judgment, decree, order, writ, injunction, rule or regulation of any governmental entity unless and until such consent shall have been obtained. In the case of any such Contract, Permit, license or other right that cannot be effectively transferred to Spinco without such consent (a "Consent Required Contract"), GulfMark agrees that it will attempt to enter into a reasonable arrangement designed to provide Spinco with the benefit of GulfMark's rights under such Consent Required Contract, including enforcement of any and all rights of GulfMark against any other party as Spinco may reasonably request, all such actions to be at Spinco's sole cost and expense.
