Procedure for Assignment or Transfer Clause Samples

Procedure for Assignment or Transfer. (a) Subject to Clause 23.1 (Assignments and Transfers by the Lenders) and the relevant Loan Agreement, an assignment will only be effective on receipt by the Global Agent of written confirmation from the New Lender, such confirmation to be in the form set out in Schedule 4 (Form of Accession Letter), that the New Lender will be bound by the obligations of the Finance Documents and will assume the same obligations to the other Finance Parties as it would have been under if it were an Original Lender. (b) Subject to Clause 23.1 (Assignments and Transfers by the Lenders) and the relevant Loan Agreement, a transfer will only be effective on: (i) receipt by the Global Agent of a Transfer Certificate, together with duly executed accession documents, pursuant to which the New Lender has acceded to such other documents as are necessary to enable the New Lender to assume all of the rights and obligations of the Lender under the Finance Documents; (ii) execution by the Global Agent of the Transfer Certificate, which it shall execute as soon as reasonably practicable after receipt of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement; and (iii) receipt of the consent of the Company for an assignment or transfer by a Lender, unless the assignment or transfer is to another existing Lender or an Affiliate of a Lender or a Default has occurred and is continuing and provided that: (A) the consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed; (B) the Company will be deemed to have given its consent seven (7) days after the Lender has requested it unless consent is expressly refused by the Company within that time; and (C) the consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (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 Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 11.1 (Gross-up) or Clause 11.2 (Tax Indemnity) or Clause 12 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive pa...
View SourceView Similar (3)
Procedure for Assignment or Transfer. Any assignment or transfer ------------------------------------ hereunder shall be made by surrender of this Warrant to the Company at its office designated pursuant to Section 7.1 of the Warrant Agreement, together with the form of assignment duly executed by the Holder in substantially the form attached as Annex B hereto and funds sufficient to pay any required transfer tax. In such event the Company shall, without charge, execute and deliver a new Warrant or Warrants substantially identical hereto in the name of the assignee or assignees named in such instrument of assignment and designate the assignee or assignees as the registered holder or holders on the Company's records and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation thereof at the principal office of the Company together with a written notice signed by the holder thereof, specifying the names and denominations in which new Warrants are to be issued.
View Source
Procedure for Assignment or Transfer. (1) An assignment and/or transfer is effected through signing by the disposing Existing Lender and the New Lender of a Transfer Agreement and delivering to the Facility Agent and the Borrower a notice of the same in form of Annex to the Transfer
View Source

Related to Procedure for Assignment or Transfer

  • Assignment or Transfer Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

  • Conditions of assignment or transfer (a) The consent of the Borrower is required (subject to the provisions of Clause 28.1 (Assignments and transfers by the Lenders)) for an assignment or transfer (other than an ECA Transfer) by an Existing Lender unless (i) there is an Event of Default or (ii) the assignment or transfer is to another Lender or an Affiliate of a Lender or a vehicle (including trusts or funds) whose majority shares or notes are held by a Lender or an Affiliate of a Lender, provided that in each case the Agent shall notify the Borrower of any assignment or transfer under this Agreement. (b) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by that Borrower within that time. (c) Except where an assignment or transfer is an ECA Transfer, the assignment or transfer must be with respect to a minimum Commitment of twenty million Dollars ($20,000,000) or, if less, the Existing Lender's full Commitment. (d) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement 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 had been an Original Lender (other than where such assignment constitutes an ECA Transfer) (without prejudice to paragraph (e) of Clause 28.6 (Procedure for assignment)); 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 (other than where such assignment constitutes an ECA Transfer), the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (e) Subject to paragraph (d) of Clause 28.5 (Procedure for transfer), a transfer will only be effective if the procedure set out in Clause 28.5 (Procedure for transfer) is complied with.

  • Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of USD 2,500.

  • Procedure for assignment (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement. (b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender. (c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date: (i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement; (ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of the release in the Assignment Agreement; and (iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations. (d) Lenders may utilise procedures other than those set out in this Clause 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 23.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 23.2 (Conditions of assignment or transfer).

  • SUBLETTING, ASSIGNMENT OR TRANSFER The Provider shall not sublet, sell, transfer, assign or otherwise dispose of this Contract or any portion thereof, or of its right, title or interest therein, without written request to and written consent of the Contract Administrator. No subcontracts or transfer of Contract shall in any case release the Provider of its liability under this Contract.