Parties-in-Interest; Assignment; Participations Clause Samples
The "Parties-in-Interest; Assignment; Participations" clause defines the rules regarding who may have rights or obligations under the agreement and how those rights can be transferred or shared. Typically, it outlines whether a party can assign its interests to another entity, under what conditions such assignments are permitted, and how participations—such as sharing portions of a loan with other lenders—are handled. This clause ensures that all parties are aware of and agree to any changes in the parties involved, thereby maintaining control over who is bound by or benefits from the contract and preventing unauthorized transfers of rights or obligations.
Parties-in-Interest; Assignment; Participations. 10.1.1 This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto; provided that the Borrower shall assign nor transfer any of its rights or obligations hereunder without the prior written consent of the Lender.
10.1.2 The Lender may assign to, without the consent of the Borrower, (a) any Affiliate of the Lender, (b) any commercial bank, or (c) any finance company, insurance company, other financial institution or fund which is regularly engaged in making, purchasing or investing in loans, all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its obligation to make the Loan to the Borrower), provided, however, that with respect to clause (c) above, the Lender shall obtain the prior consent from the Borrower prior to assigning this Agreement to any finance company, insurance company or other financial institution or fund which is named on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC at its official website or any replacement website or other replacement official publication of such list.
10.1.3 The Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under the Credit Documents (including, without limitation, all or a portion of its obligation to make the Loan to the Borrower); provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Lender shall remain the holder of the Notes for all purposes of this Agreement, and (iv) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under the Credit Documents.
10.1.4 The Lender may, in connection with any assignment or participation, or proposed assignment or participation, pursuant to this Section 10.1, disclose to the assignee or participant, or proposed assignee or participant, such financial or other information relating to the Borrower furnished to the Lender by or on behalf of each of the Borrower as the Lender shall deem appropriate including this Agreement and any Credit Documents; provided that prior to any such disclosure, the assignee, designee or participant or proposed assignee, designee or part...