Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. (b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender. (c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.
Appears in 5 contracts
Sources: Credit Facilities Agreement (Gold Fields LTD), Credit Facility Agreement (Gold Fields LTD), Credit Facility Agreement (Sibanye Gold LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 other checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersCommon Security Agent, the POA Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Common Security Agent, the POA Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 5 contracts
Sources: Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 4 contracts
Sources: Credit Facility Agreement, Credit Facility Agreement (Gold Fields LTD), Facility Agreement (Gold Fields LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate which is delivered to it by the Existing Lender and the New LenderLender at least five Business Days prior to the proposed Transfer Date. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 27.12 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the AgentAgent and any relevant Ancillary Lender, the ArrangersArranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, benefits and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and any relevant Ancillary Lender, the Arranger, the Security Agent, the Arrangers other Lenders and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 4 contracts
Sources: Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Transfer Certificate shall be substantially in the form set out at Schedule 5 to this Agreement and shall (i) indicate the category of Qualifying Lender that the person beneficially entitled to interest payable to the New Lender in respect of an advance under a Finance Document is (the "Beneficial Owner"); and (ii) in the case of a Beneficial Owner that is a Qualifying Lender within the meaning of paragraph (d) of the definition of Qualifying Lender set out in Clause 12.1 above, be accompanied by a copy of the notification it is required to make under Section 246(5)(a) of the Irish Taxes Act to the Irish Revenue Commissioners and the notification it is required to make under Section 246(5)(a) of the Irish Taxes Act to the relevant Obligor. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original the Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"the Lender”".
Appears in 4 contracts
Sources: Multicurrency Revolving Facility Agreement (Anthracite Capital Inc), Multicurrency Revolving Facility Agreement (Anthracite Capital Inc), Facility Agreement (Anthracite Capital Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 30.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (c) below when when:
(i) the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender; and
(ii) the transfer is recorded on the Register. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer CertificateCertificate and record the transfer on the Register.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with upon its completion of all necessary “know your customer” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 30.9 (Pro rata interest settlement), ) on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersGlobal Coordinators, the Bookrunners, the New Lender, the other Lenders, the Swingline Agent and the Issuing Agent and any relevant US Dollar Swingline Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or rights, or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Global Coordinators, the Bookrunners, the Swingline Agent, the Issuing Agent and any relevant US Dollar Swingline Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 4 contracts
Sources: Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 25.8 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent, any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 4 contracts
Sources: Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA)
Procedure for transfer. (a) Subject to the conditions set out in this Clause 23.2 (Conditions of assignment or transfer) 24, a transfer is effected in accordance with paragraph (c) below when the Agent executes and the Borrower execute an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent and the Borrower shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate, provided that the transfer must comply with Clause 24.2 (Conditions of transfer).
(b) The Agent shall only not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once unless it is satisfied that it has complied with completed all necessary “know your customer” or and other similar checks under all applicable laws and regulations procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
(d) Notwithstanding anything to the contrary in this Clause 24, the rights of the Lenders to make assignments or transfers of, and grant participations in, any or all of its Commitments, Ancillary Commitments, any Utilisation or utilisation under any Ancillary Facility, or any interest therein, herein or in any other Senior Liabilities owed to any such Lender, shall be subject to the same conditions as those governing transfers set out in Clause 24.1 (Transfers by the Lenders) and paragraphs (a) and (b) of Clause 24.2 (Conditions of transfer), and to the approval of any applicable gaming authorities, to the extent required by law and to the extent failure to obtain such approval could jeopardise the Casino License or any other gaming licenses of the Borrower or any of its parents or Affiliates. For the avoidance of doubt, any participations under this paragraph (d) shall mean customary funded and risk participations only.
Appears in 4 contracts
Sources: Facility Agreement (Las Vegas Sands Corp), Second Amendment and Restatement Agreement (Las Vegas Sands Corp), Amendment and Restatement Agreement (Las Vegas Sands Corp)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 4 contracts
Sources: Bond Bridge Facility Agreement (Coca-Cola HBC AG), Squeeze Out Facility Agreement (Coca-Cola HBC AG), Squeeze Out Facility Agreement (Coca-Cola HBC AG)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 26.2 (Conditions Company consent) and Clause 26.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 26.10 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the each Agent, each Arranger, the ArrangersSecurity Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the each Agent, the Arrangers Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 28.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied satisfied:
(i) it has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender; and
(ii) that each Italian Authority has consented to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;
(iii) the Agent, the Joint Mandated Lead Arrangers, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Joint Mandated Lead Arrangers, the Security Agent and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 3 contracts
Sources: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Facility Agreement (CTC Media, Inc.), Facility Agreement (Gold Fields LTD), Facility Agreement (Gold Fields LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Agent Borrower executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security (subject to the terms of the Intercreditor Deed) each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security (subject to the terms of the Intercreditor Deed) and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iviii) the New Lender shall become a Party as a “Lender”.
(c) The procedure set out in this Clause 22.4 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 3 contracts
Sources: Facility Agreement, Facility Agreement (Pacific Alliance Group LTD), Facility Agreement (Sun Wise (UK) Co., LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when (i) in the case of any New Lender which is not an Austrian Lender, the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender or (ii) in the case of any New Lender which is an Austrian Lender, the Agent receives (x) a duly completed Austrian Transfer Certificate delivered to it by the Existing Lender and (y) the Assignment and Transfer Fee. The In the case of any New Lender which is not an Austrian Lender, the Agent shall, subject to paragraph (b) below, as soon as reasonably practicable within 5 Business Days after receipt by it 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, execute that Transfer CertificateCertificate and hold it in accordance with Clause 26.17 (Agent to hold original documents).
(b) The Agent shall only be obliged to execute a Transfer Certificate or accept an Austrian Transfer Certificate, as the case may be, 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate and the Austrian Transfer Certificate, as the case may be, the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the that Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, Mandated Lead Arrangers and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreement;
(iv) the Finance Documentsbenefit of the Transaction Security shall be maintained in favour of the New Lender through the Security Agent; and
(ivv) the New Lender shall become a Party as a “Lender”.
(d) For the purposes of Article 1271 et seq of the Belgian Civil Code, the Parties agree that upon any novation under the Finance Documents, the Transaction Security, guarantees, indemnities and other undertakings created by the Finance Documents shall continue for the benefit of the Finance Parties, their successors, transferees and assignees, as the case may be.
Appears in 3 contracts
Sources: Facilities Agreement (Sappi LTD), Credit Agreement (Sappi LTD), Credit Agreement (Sappi LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Term and Revolving Facilities Agreement (KNOT Offshore Partners LP), Term and Revolving Facilities Agreement (KNOT Offshore Partners LP), Term and Revolving Facilities Agreement
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Facility Agreement (MTS Inc), Facility Agreement (Mobile Telesystems Ojsc), Facility Agreement (MTS Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 3 contracts
Sources: Facility Agreement (Bunge Global SA), Revolving Facility Agreement (Bunge Global SA), Facility Agreement (Bungeltd)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender Lender, the other Lenders, the Issuing Bank and other any relevant Ancillary Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent, the Issuing Bank, any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Facility Agreement (Rockwood Specialties Group Inc), Facility Agreement (Rockwood Specialties Group Inc), Facility Agreement (Rockwood Specialties Group Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 22.2 (Conditions Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 22.9 (Pro rata interest settlementRata Interest Settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Facility Agreement, Facility Agreement, Facility Agreement
Procedure for transfer. (a) Subject to the conditions set out in this Clause 23.2 (Conditions of assignment or transfer) 24 a transfer is effected in accordance with paragraph (cb) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the Mandated Lead Arrangers, the Bookrunners, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Mandated Lead Arrangers, the Bookrunners and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 3 contracts
Sources: Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC), Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC), Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 24.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersSecurity Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 3 contracts
Sources: Subordinated Facility Agreement (Diana Shipping Inc.), Facility Agreement (Diana Containerships Inc.), Subordinated Facility Agreement (Diana Containerships Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersMLABs, the Security Agent, the Secondary Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers MLABs, the Security Agent, the Secondary Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 3 contracts
Sources: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Facility Agreement (Cookson Group PLC), Facility Agreement (Gold Fields LTD), Facility Agreement (Aon Corp)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) 30.2 a transfer is effected in accordance with paragraph (cClause 30.5(c) below when the Relevant Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shallRelevant Facility Agent, subject to paragraph (b) belowClause 30.5(b), as soon as reasonably practicable after receipt by it 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, shall execute that Transfer Certificate.
(b) The Relevant Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender only once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations Legal Requirements in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement)30.9, on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Obligor and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Obligor and the New Lender shall assume obligations towards one another and/or acquire rights against one another which that differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders Secured Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it such New Lender as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender each Secured Party shall each be released from further obligations to each other under the Finance Documents; and;
(iv) the New Lender shall become a Party as a “Lender”; and
(v) the Relevant Facility Agent shall notify the Obligors of the transfer that has taken place and the identity of the New Lender.
Appears in 3 contracts
Sources: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Amendment and Restatement Agreement (Pacific Drilling S.A.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) clause 28.2 a transfer is effected in accordance with paragraph (cclause 28.5(c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) belowclause 28.5(b), as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate. Each Obligor and each Finance Party (other than the Existing Lender and the Agent) irrevocably authorises the Agent to execute on its behalf each duly completed Transfer Certificate delivered to the Agent and acknowledges that it will be bound by such transfer.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement)clause 28.10, on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 3 contracts
Sources: Loan Agreement (Harry Winston Diamond Corp), Facility Agreement (Harry Winston Diamond Corp), Facility Agreement (Sigma Aldrich Corp)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment transfer or transfersub-participation) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once unless it is satisfied that it has complied with completed all necessary “know your customer” or and other similar checks under all applicable laws and regulations procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 21.10 (Pro Pro-rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of Documents, the Obligors Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Company and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Company and the New Lender have assumed and/or acquired the same in place of that Obligor the Company and the Existing Lender;
(iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
(d) The procedure set out in this Clause 21.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 3 contracts
Sources: Facility Agreement (Alibaba Group Holding LTD), Facility Agreement (Alibaba Group Holding LTD), Facility Agreement (Alibaba Group Holding LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 Clauses 21.2 (Assignment by the Lenders) and 21.3 (Conditions of to assignment or transfer) by the Lenders), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shallmust, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall is only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” checks or other similar checks under all any applicable laws and regulations law or regulation in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 21.6 (Pro rata interest settlement), ) on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall will be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall will be cancelled insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Borrower and the New Lender shall will assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the each Administrative Agent, the Arrangers, the New Lender and other Lenders shall will acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers each Administrative Agent and the Existing Lender shall will each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall will become a Party as a “Lender”.
(d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to enter into and deliver any duly completed Transfer Certificate on its behalf.
Appears in 3 contracts
Sources: Facility Agreement, Facility Agreement (Teekay Corp), Facility Agreement (Teekay LNG Partners L.P.)
Procedure for transfer. (aA) Subject to the conditions set out in Clause 23.2 clause 21.3 (Conditions of assignment and transfer or transferchange in Facility Office) a transfer is effected in accordance with paragraph (cB) below when the Facility Agent executes an otherwise duly completed Transfer Certificate and Lender Accession Notice delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and Lender Accession Notice appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer CertificateCertificate and Lender Accession Notice on behalf of the other Finance Parties and the Obligors as well as itself, and notify the Company of the date of the transfer and name of the New Lender. Each Finance Party and each Obligor irrevocably authorises the Facility Agent to sign such a Transfer Certificate and Lender Accession Notice on its behalf.
(bB) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the Arrangers, the New Lender and the other Lenders Finance Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers such Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Kosmos Energy Ltd.), Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.), Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.)
Procedure for transfer. (a) 32.5.1 Subject to the conditions set out in Clause 23.2 clause 32.2 (Conditions of assignment) an assignment or transfer) a transfer is may be effected in accordance with paragraph (c) clause 32.5.3 below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under clause 32.2.3 which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New LenderLender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer CertificateCertificate and such other document.
(b) 32.5.2 The Obligors and the other Finance Parties irrevocably authorise the Agent shall only be obliged to execute a any Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied on their behalf without any consultations with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lenderthem.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on 32.5.3 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation be released from its rights and obligations under the Finance Documents each of the Obligors and Documents, the Existing Lender shall be released from further obligations towards one another the Obligors and the other Finance Parties under the Finance Documents and their respective the rights of the Obligors and the other Finance Parties against one another the Existing Lender under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”) (but the obligations owed by the Obligors under the Finance Documents shall not be released);
(iib) each of the Obligors and the New Lender shall assume obligations towards one another each of the Obligors who are a Party and/or the Obligors and the other Finance Parties shall acquire rights against one another the New Lender which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have has assumed and/or the Obligors and the other Finance Parties have acquired the same in place of that Obligor and the Existing Lender;
(iiic) the Agent, the Arrangers, other Finance Parties and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Existing Lender and the Existing Lender other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and
(ivd) the New Lender shall become a Party to the Finance Documents as a “Lender”” for the purposes of all the Finance Documents.
Appears in 3 contracts
Sources: Supplemental Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Facility Agent, the ArrangersArranger, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Arranger, the Security Agent, and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 3 contracts
Sources: Facility Agreement (PT Indosat TBK), Facility Agreement (PT Indosat TBK), Facility Agreement (PT Indosat TBK)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer by the Existing Lender of any or all of its rights and obligations under this Agreement to the New Lender is effected on the Transfer Date in respect of such transfer in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender (in respect of such transfer). The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 and internal policies in relation to the transfer to such New LenderLender (the subject of such Transfer Certificate).
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer DateDate in respect of a transfer by the Existing Lender to the New Lender:
(i) to the extent that in the Transfer Certificate relating to such transfer the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents this Agreement, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents this Agreement and their respective rights against one another under the Finance Documents this Agreement shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the Mandated Lead Arrangers, the Security Agent, the New Lender and Lender, the other Lenders and the Hedge Counterparties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the such transfer and to that extent the Facility Agent, the Arrangers Mandated Lead Arrangers, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Facility Agreement (WuXi PharmaTech (Cayman) Inc.), Facility Agreement (WuXi PharmaTech (Cayman) Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and the Facility Agent makes a corresponding entry in the Register pursuant to Clause 27.8 (The Register). The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer CertificateCertificate and make such corresponding entry in the Register.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender and make such corresponding entry in the Register once it is satisfied it has complied with all necessary “know your customer” or similar other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations by novation under the Finance Documents each of the Obligors and any other party to a Finance Document (other than a Finance Party) and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and any other party to a Finance Document (other than a Finance Party) and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the Mandated Lead Arrangers, the New Lender, the other Lenders, the Issuing Bank and any relevant Ancillary Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Finance Documents as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Mandated Lead Arrangers, the Issuing Bank and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Sirona Dental Systems, Inc.), Senior Facilities Agreement (Sirona Dental Systems, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 clause 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once once: (A) 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 transfer to such New Lender; and (B) it has received from the New Lender a notarised power of attorney substantially in the form set out in Schedule 19 (Form of New Lender Spanish Power of Attorney) to enable the Security Agent to exercise any rights, discretions or powers or to grant any consents or releases under the Spanish Pledges. For the avoidance of doubt, all costs and expenses relating to the execution of the power of attorney in the form set out in Schedule 19 (Form of New Lender Spanish Power of Attorney) shall be borne by the entity granting such power of attorney.
(c) Subject to Clause 23.9 clause 27.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the ArrangersCollateral Management Agent, the Arranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Collateral Management Agent, the Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.), Borrowing Base Facility Agreement (Aegean Marine Petroleum Network Inc.)
Procedure for transfer. (a) 18.5.1 Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) 18.2, a transfer is effected in accordance with paragraph (c) below Clause 18.5.3 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) belowClause 18.5.2, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) 18.5.2 The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on 18.5.3 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Security Documents and the Lower Saxony Guarantees each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Security Documents and the Lower Saxony Guarantees and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(iib) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iiic) the Agent, the ArrangersLower Saxony Guarantee Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Lower Saxony Guarantee Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement and/or the Finance DocumentsLower Saxony Guarantees; and
(ivd) the New Lender shall become a Party party as a “Lender”.
Appears in 2 contracts
Sources: Revolving Loan Facility Agreement (NCL CORP Ltd.), Revolving Loan Facility Agreement (NCL CORP Ltd.)
Procedure for transfer. (a) 24.5.1 Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below sub-clause 24.5.2 of this Clause 24.5 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender Bank and the New LenderBank. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) 24.5.2 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender Bank and the New Lender Bank 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 transfer to such New LenderBank.
(c) Subject 24.5.3 The Existing Bank shall at the same time as it delivers to the Agent the Transfer Certificate, as required under sub-clause 24.5.1 of this Clause 23.9 (Pro rata interest settlement), on 24.5 send to the Company a copy of such Transfer Certificate.
24.5.4 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender Bank seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(iib) each of the Obligors and the New Lender Bank shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender Bank have assumed and/or acquired the same in place of that Obligor and the Existing LenderBank;
(iiic) the Agent, the ArrangersSecurity Trustee, the Issuing Banks, the New Lender Bank and other Lenders Banks shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender Bank been an Original Lender Bank with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender Bank shall each be released from further obligations to each other under the Finance Documents; and
(ivd) the New Lender Bank shall become a Party as a “LenderBank”.
Appears in 2 contracts
Sources: Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC), Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 26.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Unsecured Uncommitted Revolving Facilities Agreement (Molson Coors Brewing Co), Revolving Facilities Agreement (Molson Coors Brewing Co)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied complies with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to assign or transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Term Loan Facility Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)
Procedure for transfer. (a) 25.5.1 Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) Clause 25.5.3 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) Clause 25.5.2 below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) 25.5.2 The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on 25.5.3 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each and in respect of the Obligors Transaction Security the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”");
(iib) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iiic) the Agent, the ArrangersArranger, the Security Trustee, the New Lender Lender, the other Lenders, and other Lenders the Swap Banks shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Trustee, the Swap Banks and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(ivd) the New Lender shall become a Party as a “"Lender”".
Appears in 2 contracts
Sources: Facility Agreement (Hoegh LNG Partners LP), Facility Agreement (Hoegh LNG Partners LP)
Procedure for transfer. (a) 25.5.1 Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) sub-clause 25.5.3 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) sub-clause 25.5.2 below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) 25.5.2 The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender. Upon execution of the Transfer Certificate, the Agent may specify a Transfer Date to the Existing Lender and the New Lender provided that if no such date is specified by the Agent upon such execution, the Transfer Date shall be the proposed Transfer Date specified in the Transfer Certificate. The Agent will, upon receipt of a duly executed Transfer Certificate, (a) advise Lloyd’s that a transfer will be made in respect of such Letter of Credit on the proposed Transfer Date, and (b) request that Lloyd’s return the relevant Letter of Credit (the “Original Letter of Credit”) to the Agent on or prior to such proposed Transfer Date.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on 25.5.3 On the Transfer Date:
(ia) provided that the Agent shall have received the Original Letter of Credit from Lloyd’s in accordance with sub-clause 25.5.2 above or shall have made arrangements with Lloyd’s for the exchange of the Original Letter of Credit for a new Letter of Credit (the “Replacement Letter of Credit”) immediately after the transfer has become effective, the Agent shall execute the Transfer Certificate. The Replacement Letter of Credit shall name the New Lender as an “Issuing Lender” thereunder and shall otherwise be for the same amount and on the same terms as the Original Letter of Credit for the remainder of the Term of such Original Letter of Credit;
(b) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors Obligors, each other member of the Group that is party to a Finance Document and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(iic) each of the Obligors Obligors, each other member of the Group that is party to a Finance Document and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor Obligor, other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor Obligor, other member of the Group and the Existing Lender;
(iiid) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(ive) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Validus Holdings LTD), Amendment and Restatement Agreement (Validus Holdings LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 28.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 28.11 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and Lender, the other Lenders and the Issuing Bank shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent and the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, below as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied in its sole discretion that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 27.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;
(iii) the Facility Agent, the ArrangersSecurity Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Term Loan Facility (Global Ship Lease, Inc.), Term Loan Facility (Global Ship Lease, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment transfer or transfersub-participation) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once unless it is satisfied that it has complied with completed all necessary “know your customer” or and other similar checks under all applicable laws and regulations procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 21.10 (Pro Pro-rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of Documents, the Obligors Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Company and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Company and the New Lender have assumed and/or acquired the same in place of that Obligor the Company and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
(d) The procedure set out in this Clause 21.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 2 contracts
Sources: Facility Agreement, Facility Agreement (Alibaba Group Holding LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 34.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender Lender, the other Lenders, the Issuing Bank and other any relevant Ancillary Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent, the Issuing Bank, any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Rockwood Holdings, Inc.), Amendment and Restatement Agreement (Rockwood Holdings, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once unless it is satisfied that it has complied with completed all necessary “"know your customer” or " and other similar checks under all applicable laws and regulations procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
(d) The procedure set out in this Clause 20.4 (Procedure for transfer) shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any applicable laws or regulations applicable thereto, provide for or require a different means of assignment or transfer of such right or obligation or prohibit or restrict any assignment or transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment or transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 2 contracts
Sources: Term Loan Facility Agreement (China Security & Surveillance Technology, Inc.), Term Loan Facility Agreement (China Security & Surveillance Technology, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 clause 33.2 (Conditions of assignment or transfer) a an assignment or transfer is effected in accordance with paragraph (cclause 33.5(b) below when (a) the Facility Agent executes an otherwise duly completed Transfer Certificate and (b) the Facility Agent executes any document required under clause 33.2(f) which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New LenderLender duly executed by them and, in the case of any such other document, any other relevant person. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer CertificateCertificate and such other document. The Borrower and the other Finance Parties irrevocably authorise the Facility Agent to execute any Transfer Certificate on their behalf without any consultations with them.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to assign its rights and be released from its obligations under any Finance Document, the Existing Lender shall assign such rights absolutely to the New Lender and shall be released from further obligations towards the Borrower and the other Finance Parties under such Finance Documents (being the Discharged Rights Obligations) (but the obligations owed by the Borrower under the Finance Documents shall not be released);
(ii) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under this Agreement the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents this Agreement and their respective rights against one another under the Finance Documents this Agreement shall be cancelled (being the “Discharged Rights and Obligations”);
(iii) in the case of an assignment pursuant to paragraph (i) above, the New Lender shall assume obligations towards the Borrower and the other Finance Parties and the Borrower and the other Finance Parties shall acquire rights against the New Lender which differ from the Discharged Rights Obligations only insofar as the New Lender has assumed and/or the Borrower and the other Finance Parties acquired the same in place of the Existing Lender and the New Lender shall be bound by the Discharged Rights Obligations;
(iv) in the case of a transfer pursuant to paragraph (ii) each of above, the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iiiv) the Agent, the Arrangers, other Finance Parties and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Security Agent, the Arrangers Existing Lender and the Existing Lender other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and
(ivvi) the New Lender shall become a Party as a “Lender”’.
Appears in 2 contracts
Sources: Facility Agreement (Hoegh LNG Partners LP), Facility Agreement (Hoegh LNG Partners LP)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 27.10 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the AgentAgent and any relevant Ancillary Lender, the ArrangersArranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, benefits and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent and any relevant Ancillary Lender, the Arranger, the Security Agent, the Arrangers other Lenders and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Senior Revolving Facility Agreement (Nord Anglia Education, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 22.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Facility Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Facility Agreement (Randgold Resources LTD), Facility Agreement (Randgold Resources LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 25.6 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 2 contracts
Sources: Term Loan Facilities Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate Agreement delivered to it by the Existing Lender Participating Bank and the New LenderParticipating Bank, and the Company if its consent is required pursuant to Clause 27.2(b), at least ten (10) Business Days prior to the proposed Transfer Date. The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate 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 Transfer CertificateAgreement.
(b) The Administrative Agent shall only be obliged to execute a Transfer Certificate Agreement delivered to it by the Existing Lender Participating Bank and the New Lender Participating Bank once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations Applicable Laws in relation to the transfer to such New LenderParticipating Bank.
(c) Subject to Clause 23.9 (Pro rata interest settlement)By virtue of the execution of a Transfer Agreement, on as from the Transfer Date:
(i) to the extent that in the Transfer Certificate Agreement the Existing Lender Participating Bank seeks to transfer by novation its rights and obligations under the Finance Documents Documents, the Existing Participating Bank shall be discharged to the extent provided for in the Transfer Agreement from further obligations towards each of the Obligors and the Existing Lender shall be released from further obligations towards one another other Finance Parties under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”)Documents;
(ii) each the rights and obligations of the Existing Participating Bank with respect to the Obligors and shall be transferred to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from Participating Bank, to the Discharged Rights and Obligations only insofar as that Obligor and extent provided for in the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing LenderTransfer Agreement;
(iii) the Administrative Agent, the ArrangersArranger, the New Lender and Participating Bank, the other Lenders Participating Banks, the Issuing Bank shall acquire have the same rights and assume the same obligations between themselves as they would have acquired and assumed had had the New Lender Participating Bank been an Original Lender Participating Bank with the rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Administrative Agent, the Arrangers Arranger, the Issuing Bank and the Existing Lender Participating Bank shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender Participating Bank shall become a Party as a “LenderParticipating Bank”.
Appears in 2 contracts
Sources: Letter of Credit Facility Agreement (Flowserve Corp), Letter of Credit Facility Agreement (Flowserve Corp)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.1 (Assignments and transfers by the Lenders) and Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and duly executed by the Existing Lender and the New Lender is delivered in accordance with the terms of this Agreement, execute that Agreement to the Borrower no later than three (3) Business Days prior to the proposed Transfer CertificateDate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iviii) the New Lender shall become a Party as a “Lender”.
(c) The procedure set out in this Clause 24.4 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 2 contracts
Sources: Facility Agreement (Sequoia Capital China I Lp), Facility Agreement (Chiu Na Lai)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 26.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersSecurity Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Facility Agreement (NorthStar Healthcare Income, Inc.), Facility Agreement (Northstar Realty Finance Corp.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Facility Agreement (Intercontinental Hotels Group PLC /New/), Facility Agreement (Intercontinental Hotels Group PLC /New/)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer by an Existing Lender of any or all of its rights and obligations under any Finance Document to a New Lender is effected on the Transfer Date in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lenderbelow. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate, provided that the Agent shall have no obligation to execute any Transfer Certificate at any time earlier than the date that is five (5) Business Days after its receipt of such Transfer Certificate.
(b) The Agent shall only not be obliged to execute a Transfer Certificate delivered to it by the an Existing Lender and the a New Lender once unless it is satisfied that it has complied with completed all necessary “know your customer” or and other similar checks under all applicable laws and regulations procedures that it is required (including in accordance with internal policies) (or deems desirable) to conduct in relation to the transfer from such Existing Lender to such New LenderLender (the subject of such Transfer Certificate).
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer DateDate in respect of a transfer by an Existing Lender to a New Lender:
(i) to the extent that in the Transfer Certificate the (relating to such transfer) such Existing Lender seeks to transfer by novation its rights and obligations under the any Finance Documents Document each of the Obligors and the such Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the such New Lender shall assume obligations towards one another and/or acquire rights against one another under the Finance Documents which differ from the Discharged Rights and Obligations only insofar as that Obligor the Obligors and the such New Lender have assumed and/or acquired the same in place of that Obligor the Obligors and the such Existing Lender;
(iii) the AgentAdministrative Parties, the Arrangers, the such New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the such New Lender been an Original originally party hereto as a Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer (the subject of such Transfer Certificate) and to that extent any of the Agent, the Arrangers Administrative Parties and the such other Lenders (on one hand) and such Existing Lender (on the other hand) shall each be released from further obligations to each other under the Finance Documents; and
(iv) the such New Lender shall become a Party as a “Lender”.
(d) The procedure set out in this Clause 23.6 (Procedure for transfer) shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 2 contracts
Sources: Facility Agreement (JD.com, Inc.), Facility Agreement (JD.com, Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Facility Agreement (Aluminum Corp of China), Senior Secured Facility Agreement (Aluminum Corp of China)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender Bank and the New LenderBank. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate as set out in Schedule 10 (Form of Transfer Certificates) appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender Bank seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender Bank shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors Borrower and the New Lender Bank shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender Bank have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing LenderBank;
(iii) the Off Shore Facility Agent, the ArrangersOn Shore Facility Agent, the Off Shore Security Agent, the On Shore Security Agent, the Issuing Bank, each Arranger, the New Lender Bank and other Lenders Banks shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender Bank been an Original Lender Bank with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender Bank shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender Bank shall become a Party as a “Lender”"Bank". For the avoidance of doubt, a transfer shall not constitute a novation. The identity of the transferred obligations and rights shall not be affected by the transfer.
Appears in 2 contracts
Sources: Loan Agreement (Western Wireless Corp), Loan Agreement (Western Wireless Corp)
Procedure for transfer. (a) 24.5.1 Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) sub-clause 24.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender and the Agent and the Security Trustee execute an otherwise duly completed Accession Undertaking delivered by the new Lender. The Agent shall(and, subject to paragraph (bin the case of an Accession Undertaking, the Security Trustee) below, shall as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and a duly completed Accession Undertaking appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
Agreement (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with after performance of all necessary “know your customer” or other similar checks under all applicable laws and regulations relating to any person that it requires to carry out in relation to the such transfer to such a New Lender) execute that Transfer Certificate and Accession Undertaking. Each Party (other than the Existing Lender, the New Lender (and, in the case of an Accession Undertaking, the Security Trustee)) irrevocably authorises the Agent to execute any such Transfer Certificate and Accession Undertaking on its behalf.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on 24.5.2 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each and in respect of the Obligors Transaction Security, the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(iib) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iiic) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(ivd) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (MIE Holdings Corp), Shares Purchase Agreement (MIE Holdings Corp)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender, which delivery by the Existing Lender and the New Lender shall be no later than five (5) Business Days prior to the proposed Transfer Date specified in the Transfer Certificate. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Agent shall only not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once unless it is satisfied that it has complied with completed all necessary “"know your customer” or " and other similar checks under all applicable laws and regulations procedures that it is required (or deems desirable) to conduct in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersMandated Lead Arranger, the Security Agent, the New Lender and Lender, the other Lenders and the Hedge Counterparties shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original original party hereto as a Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Mandated Lead Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
(d) The procedure set out in this Clause 23.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 2 contracts
Sources: Loan Agreement (PCGI Intermediate Holdings LTD), Facility Agreement (PCGI Intermediate Holdings LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors Company and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Company and the New Lender have assumed and/or acquired the same in place of that Obligor the Company and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 2 contracts
Sources: Facility Agreement (Nordic Telephone CO ApS), Facility Agreement (Nordic Telephone CO ApS)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (c(c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b(b) below, below as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied in its sole discretion that it has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 27.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;
(iii) the Facility Agent, the ArrangersSecurity Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 2 contracts
Sources: Facility Agreement (United Maritime Corp), Term Loan Facility (Seanergy Maritime Holdings Corp.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Term Facility Agreement, Term Facility Agreement (KNOT Offshore Partners LP)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Senior Revolving Credit Facility Agreement, Senior Revolving Credit Facility Agreement (Logitech International Sa)
Procedure for transfer. (aA) Subject If a Lender (an "Existing Lender") wishes to transfer any rights and/or obligations under the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected Finance Documents in accordance with paragraph clause 21.1 (cAssignments and transfers by the Lenders) below when such transfer will only be effective if the Agent executes an otherwise duly completed receives three executed copies of a Transfer Certificate delivered to it signed by the Existing Lender Lender(s) and the New LenderLender(s) at least 7 Business Days prior to the proposed Transfer Date specified in the Transfer Certificate (or such shorter period agreed by the Agent). The Agent shall, subject to paragraph (b) below, as As soon as reasonably practicable after its receipt by it 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, the Agent shall execute that Transfer Certificate.
(bB) The Agent shall only be obliged to execute a On the Transfer Date specified in the Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement)if later, on the date on which the Agent executes the Transfer Date:Certificate):
(i1) to the extent that the Existing Lender(s) elect(s) in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of Documents, the Obligors Borrower and the Existing Lender Lender(s) shall each be released from further obligations towards one another under to the Finance Documents other and their respective rights against one another under the Finance Documents shall be each other cancelled (being except for rights accrued before the “Discharged Rights and Obligations”date on which the Transfer Certificate takes effect);
(ii2) each of the Obligors Borrower and the New Lender Lender(s) shall acquire rights against each other and assume obligations towards one another and/or acquire rights against one another each other which differ from the Discharged Rights rights and Obligations obligations so cancelled and released only insofar as that Obligor the Borrower and the New Lender Lender(s) have acquired and assumed and/or acquired the same them in place of that Obligor the Borrower and the Existing LenderLender(s);
(iii3) the Agent, New Lender(s) and the Arrangers, the New Lender and other Lenders Finance Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender Lender(s) been an Original Lender original parties to the Finance Documents as Lender(s) with the rights and/or and obligations acquired or and assumed by it as a result of the such transfer and (and, to that extent the Agentextent, the Arrangers Existing Lender(s) and the Existing Lender Finance Parties shall each be released from further obligations to each other under the Finance Documents); and
(iv4) the New Lender Lender(s) shall become a Party party to the Finance Documents as a “"Lender”".
Appears in 2 contracts
Sources: Facility Agreement (PCCW LTD), Facility Agreement (PCCW LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 24.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
(d) For the avoidance of doubt, the Parties agree that any transfer effected in accordance with this Clause 24 shall constitute a novation (within the meaning of Articles 1271 et seq. of the French Code civil), with respect to any affected French Borrower provided that, notwithstanding any such novation, all the rights (including in relation to Security) of the Parties against the Obligors shall be maintained in accordance with Article 1278 et seq. of the French Code civil.
Appears in 2 contracts
Sources: Facility Agreement (Aon Corp), Facility Agreement (Aon Corp)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 clause 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cclause 26.5(e) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (bclauses 26.2(b) belowand 26.5(c), as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) The Agent may refrain from executing a Transfer Certificate pending satisfaction of clause 26.2(d)(ii) and acting reasonably, may delay executing a Transfer Certificate pending a payment, distribution or Utilisation under or in respect of the Finance Documents.
(d) Each Party other than the Existing Lender irrevocably authorises the Agent to execute any Transfer Certificate on its behalf.
(e) Subject to Clause 23.9 clause 26.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Loan Notes are transferred as specified in the Transfer Certificate;
(ii) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its other rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(iiiii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iiiiv) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and;
(ivv) the New Lender shall become a Party as a “Lender”Lender and entitled to the benefits of any other document entered into by the Agent as agent for the Lenders and will be bound by obligations equivalent to the obligations from which the Existing Lender is released under clauses 26.5(e)(ii) and 26.5(e)(iv);
(vi) the Agent shall update the Register to reflect the transfer of Loan Notes with the New Lender as holder; and Loan Note Subscription Agreement | DLA Piper | 111
(vii) for the purposes of this Agreement, Commitments, participations in the Loan and rights and obligations will be taken to have been transferred under a Transfer Certificate even though it operates as a novation and Commitments, participations in the Loan and rights and obligations are replaced rather than transferred.
Appears in 2 contracts
Sources: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)
Procedure for transfer. (aA) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (cClause 21.5(C) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) belowClause 21.5(B), as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(bB) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(cC) Subject to Clause 23.9 21.9 (Pro rata interest settlement), on the Transfer Date:
(i1) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii2) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii3) the Agent, the ArrangersSecurity Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv4) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (Rockley Photonics Holdings LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 29.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, below as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 29.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;
(iii) the Facility Agent, the ArrangersSecurity Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers Security Agent, the Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 2 contracts
Sources: Facility Agreement (Okeanis Eco Tankers Corp.), Facility Agreement (Okeanis Eco Tankers Corp.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Pre Export Finance Agreement (Votorantim Pulp & Paper Inc), Pre Export Finance Agreement (Votorantim Pulp & Paper Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 Section 2.107 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (c) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Administrative Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 Section 2.115 (Pro rata interest settlementRata Interest Settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Loan Documents and in respect of the Collateral each of the Obligors Loan Parties and the Existing Lender shall be released from further obligations towards one another under the Finance Loan Documents and in respect of the Collateral and their respective rights against one another under the Finance Documents Collateral and in respect of the Collateral shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Loan Parties and the New Lender shall (subject to the provisions of Section 2.107(c) (Conditions of Assignment or Transfer)) assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor Loan Party or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor Loan Party and the Existing Lender;
(iii) the Administrative Agent, the ArrangersArranger, the Collateral Agent, the New Lender, the other Lenders, the Issuing Bank and any relevant Ancillary Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Collateral as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Administrative Agent, the Arrangers Arranger, the Collateral Agent, the Issuing Bank and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Loan Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Credit Agreement (1295728 Alberta ULC), Credit Agreement (1295728 Alberta ULC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and Arranger, the Security Trustee, the Existing Lender and any relevant Ancillary Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
(d) Subject to the terms of this Agreement, the obligations of each Guarantor under this Agreement will continue in full force and effect following any novation under this Clause. A novation under this clause is a novation (novation) within the meaning of article 1271 et seq. of the French Code Civil. In the event of an assignment, a transfer, a novation or disposal of all or part of the rights and obligations by any Lender, each Lender expressly reserves the rights, powers, privileges and actions that it enjoys under any Transaction Security Documents governed by French law in favour of its assignees or, as the case may be, its successors, in accordance with the provisions of article 1278 et seq of the French Code Civil.
Appears in 2 contracts
Sources: Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.)
Procedure for transfer. (a) Subject to the conditions set out in this Clause 23.2 (Conditions of assignment or transfer) 27 a transfer is effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied upon its satisfaction with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations relating to the identity of any person that it is required to carry out in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Senior Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Senior Finance Documents and their respective rights against one another under the Senior Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Mandated Lead Arrangers, the Security Trustee, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Mandated Lead Arrangers, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Senior Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 2 contracts
Sources: Senior Facility Agreement (Inmarsat Holdings LTD), Senior Facility Agreement (Inmarsat Launch CO LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Administrative Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Administrative Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 2 contracts
Sources: Term Loan Facility Agreement (Ship Finance International LTD), Amendment Agreement (Ship Finance International LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise a duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors Obligor and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Obligor and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Obligors and the New Lender have assumed and/or acquired the same in place of that Obligor the Obligors and the Existing Lender;
(iii) the Agent, the ArrangersMLAs, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Finance Documents as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers MLAs and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Term Loan Facility Agreement (KNOT Offshore Partners LP)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) clause 28.2 a transfer is effected in accordance with paragraph (cclause 28.5(c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) belowclause 28.5(b), as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate. Each Obligor and each Finance Party (other than the Existing Lender and the Agent) irrevocably authorises the Agent to execute on its behalf each duly completed Transfer Certificate delivered to the Agent and acknowledges that it will be bound by such transfer.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement)clause 28.10, on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the Security Trustee, the New Lender and Lender, the other Lenders and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arrangers, the Security Trustee and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Parent, the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and "DISCHARGED RIGHTS AND Obligations”");
(ii) the Parent and each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Parent or that Obligor and the New Lender have assumed and/or acquired the same in place of the Parent or that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (Allied Healthcare International Inc)
Procedure for transfer. (a) 24.5.1 Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) Clause 24.5.3 below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Administrative Agent shall, subject to paragraph (b) below, Clause 24.5.2 as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) 24.5.2 The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with upon its completion of all necessary “know your customer” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on 24.5.3 On the Transfer Date:
(iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights rights, benefits and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and other members of the Group party to any Finance Document or the Transaction Security and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(iiB) each of the Obligors and other members of the Group party to any Finance Document and the New Lender shall assume obligations towards one another and/or acquire rights and benefits against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iiiC) the Administrative Agent, the ArrangersArranger, the Security Trustee, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.the
Appears in 1 contract
Procedure for transfer. (a) 23.5.1 Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) 23.5.2 The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on 23.5.3 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(iib) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iiic) the Agent, the ArrangersMandated Arranger, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Mandated Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(ivd) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iviii) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Super Senior Revolving Facility Agreement (Eagle Bulk Shipping Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 28.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with upon its completion of all necessary “know your customer” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and Lender, the other Lenders and the Issuing Bank shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender” and shall accede to the Subordination Agreement as a “Senior Lender”, with rights and obligations under the Subordination Agreement which differ from the rights and obligations owed and enjoyed by the Existing Lender under the Subordination Agreement only insofar as they are owed and enjoyed by the New Lender in place of the Existing Lender.
Appears in 1 contract
Sources: Senior Facilities Agreement (Anheuser-Busch InBev S.A.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with upon its completion of all necessary “know your customer” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of ABB, the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of ABB, the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as ABB, that Obligor and the New Lender have assumed and/or acquired the same in place of ABB, that Obligor and the Existing Lender;
(iii) the Facility Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer CertificateCertificate and shall promptly notify the Lead Arrangers and the Swingline Agents of such transfer.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Financing Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Financing Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Obligors and the New Lender have assumed and/or acquired the same in place of that Obligor the Obligors and the Existing Lender;
(iii) the Facility Agent, the Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Credit Agreement (Reh Mergersub Inc)
Procedure for transfer. (a) Subject to the conditions set out in this Clause 23.2 (Conditions of assignment or transfer) 23 a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and a duly completed Tax Status Certificate. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
(d) For the avoidance of doubt, the Parties agree that in case of a transfer effected in accordance with this Clause 23 (whether by way of novation or otherwise), with respect to Security Documents governed by Belgian law, all rights (including in relation to Security) of the Finance Parties shall be maintained and preserved, including for the purposes of Article 1278 of the Belgian Civil Code.
Appears in 1 contract
Sources: Facility Agreement (Solutia Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of Documents, the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the AgentAgents, the ArrangersMandated Lead Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentAgents, the Arrangers Mandated Lead Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: $300,000,000 Ekn Supported Facility Agreement (Mobile Telesystems Ojsc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 28.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied satisfied:
(i) it has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender; and
(ii) that each Italian Authority has consented to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;
(iii) the Agent, the Joint Coordinators, the Joint Bookrunners, the Mandated Lead Arrangers, the Lead Arrangers, the Arrangers, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Joint Coordinators, the Joint Bookrunners, the Mandated Lead Arrangers, the Lead Arrangers, the Arrangers, the Security Agent and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 27.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “the. "Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersSecurity Trustee, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Security Trustee, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (aA) Subject to the conditions set out in Clause 23.2 clause 22.2 (Conditions of assignment and transfer or transferchange in Facility Office) a transfer is effected in accordance with paragraph (cC) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer CertificateCertificate on behalf of the other Finance Parties and the Obligors as well as itself, and notify the Company of the date of the transfer and name of the New Lender. Each Finance Party and each Obligor irrevocably authorises the Facility Agent to sign such a Transfer Certificate on its behalf.
(bB) The Facility Agent shall only be obliged to execute a Transfer Certificate 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 119 under all applicable laws and regulations in relation to the transfer to such New Lender.
(cC) Subject to Clause 23.9 clause 22.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, the Arrangerseach Mandated Lead Arranger, the New Lender and the other Lenders Finance Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original a Lender on the date of this Agreement with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers such Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Kosmos Energy Ltd.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Administrative Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the AgentAgents, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentAgents, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) 25.5.1 Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) sub-clause 25.5.3 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) sub-clause 25.5.2 below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) 25.5.2 The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender. Upon execution of the Transfer Certificate, the Agent may specify a Transfer Date to the Existing Lender and the New Lender provided that if no such date is specified by the Agent upon such execution, the Transfer Date shall be the proposed Transfer Date specified in the Transfer Certificate. The Agent will, upon receipt of a duly executed Transfer Certificate, (a) advise Lloyd's that a transfer will be made in respect of such Letter of Credit on the proposed Transfer Date, and (b) request that Lloyd's return the relevant Letter of Credit (the "Original Letter of Credit") to the Agent on or prior to such proposed Transfer Date.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on 25.5.3 On the Transfer Date:
(ia) provided that the Agent shall have received the Original Letter of Credit from Lloyd's in accordance with sub-clause 25.5.2 above or shall have made arrangements with Lloyd's for the exchange of the Original Letter of Credit for a new Letter of Credit (the "Replacement Letter of Credit") immediately after the transfer has become effective, the Agent shall execute the Transfer Certificate. The Replacement Letter of Credit shall name the New Lender as an "Issuing Lender" thereunder and shall otherwise be for the same amount and on the same terms as the Original Letter of Credit for the remainder of the Term of such Original Letter of Credit;
(b) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors Obligors, each other member of the Group that is party to a Finance Document and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(iic) each of the Obligors Obligors, each other member of the Group that is party to a Finance Document and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor Obligor, other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor Obligor, other member of the Group and the Existing Lender;
(iiid) the Agent, the ArrangersArranger, the Security Trustee, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(ive) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Validus Holdings LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 25.6 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cd) below when the Agent executes and the Security Agent execute an otherwise duly completed Transfer Certificate delivered to it them by the Existing Lender and the New Lender. The Agent and the Security Agent shall, subject to paragraph (b) and (c) below, as soon as reasonably practicable after receipt by it them 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, execute that Transfer Certificate.
(b) Promptly thereafter, the Agent will deliver the Transfer Certificate to the Company for countersignature on behalf of itself and each other Obligor and obtaining the certified date stamp (kakutei hizuke) to be affixed to the Transfer Certificate, following which the Company shall return such Transfer Certificate to the Agent. If the Company fails to arrange for a certified date stamp (kakutei hizuke) to be affixed to the Transfer Certificate, the Agent shall obtain the certified date stamp (kakutei hizuke) at the cost of the Company.
(c) The Agent and the Security Agent shall only be obliged to execute a Transfer Certificate delivered to it them by the Existing Lender and the New Lender once it is they are satisfied it has complied with all necessary “"know your customer” " or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(cd) Subject to Clause 23.9 23.8 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that provided in the Transfer Certificate Certificate, the Existing Lender seeks to transfer by novation its Lender's rights and obligations under the Finance Documents each of (the Obligors "Transferred Rights and Obligations") shall be transferred (keiyakujyo no chii no jyoto) to, and assumed by, the New Lender and the Existing Lender shall be released from have no further rights or obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged with respect to such Transferred Rights and Obligations”);
(ii) each of except that the Obligors Transferred Rights and Obligations belong to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from instead of the Discharged Existing Lender, the Transferred Rights and Obligations only insofar as that Obligor and shall be transferred from the Existing Lender to the New Lender have assumed and/or acquired the same without being changed in place of that Obligor any way and the rights and obligations among the Obligors to any Finance Documents shall remain unchanged and shall not be prejudiced by the transfer of the Transferred Rights and Obligations from the Existing Lender to the New Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire obtain the same rights and assume the same obligations between themselves as they would have acquired that the Existing Lender had in relation to the other Finance Parties with respect to the Transferred Rights and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentObligations hereunder, the Arrangers and the Existing Lender shall each be released from no longer own or owe any further rights and obligations in relation to each the other under the Finance DocumentsParties with respect thereto; and
(iv) the New Lender shall become a Party as a “"Lender”".
(e) Each Finance Party hereby irrevocably authorises the Agent to countersign on its behalf a Transfer Certificate delivered to the Agent for countersignature in accordance with this Clause 23.5.
Appears in 1 contract
Sources: Facility Agreement (Synnex Corp)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when on the Agent executes an otherwise duly completed later of:
(i) the Transfer Date specified in the Transfer Certificate delivered to it by the Existing Lender to the Agent; and
(ii) the fifth Business Day after the date of delivery of such Transfer Certificate to the Agent or, if earlier, the Business Day which is on or after the date of delivery and is endorsed by the New Lender. Agent on the Transfer Certificate.
(iii) The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate. Each other party to this Agreement irrevocably authorises the Agent to do so on its behalf.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) where applicable, Loan Notes are transferred as specified in the Transfer Certificate;
(ii) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its other rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(iiiii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iiiiv) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; andthis Agreement;
(ivv) the New Lender shall become a Party as a “Lender”” and entitled to the benefits of any other Finance Document entered into by the Agent as agent for the Lenders; and
(vi) where applicable, the Agent shall update the Register to reflect the transfer of Loan Notes with the New Lender as holder. Any updates to the Register under this Clause 23.5(b)(vi) shall not constitute the issue of a new Loan Note.
Appears in 1 contract
Sources: Facility Agreement (Mayne Group LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 clause 26.4 (Conditions of Assignment) an assignment or transfer) a transfer is may be effected in accordance with paragraph (cb) below when (i) the Agent executes an otherwise duly completed Transfer Certificate and (ii) the Agent executes any document required under clause 26.4 (Conditions of Assignment) which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New LenderLender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer CertificateCertificate and such other document.
(b) The Obligors and the other Finance Parties irrevocably authorise the Agent shall only be obliged to execute a any Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied on their behalf without any consultations with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lenderthem.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation be released from its rights and obligations under the Finance Documents each of the Obligors and Documents, the Existing Lender shall be released from further obligations towards one another the Obligors and the other Finance Parties under the Finance Documents and their respective the rights of the Obligors and the other Finance Parties against one another the Existing Lender under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”) (but the obligations owed by the Obligors under the Finance Documents shall not be released);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another each of the Obligors who are a Party and/or the Obligors and the other Finance Parties shall acquire rights against one another the New Lender which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have has assumed and/or the Obligors and the other Finance Parties have acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangers, other Finance Parties and the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Existing Lender and the Existing Lender other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and;
(iv) the New Lender shall become a Party to the Finance Documents as a “Lender”.” for the purposes of all the Finance Documents; and
Appears in 1 contract
Sources: Secured Credit Facility Agreement (Seadrill Partners LLC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 25.2 (Conditions of assignment Assignment or transfer) Transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shallmust, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall is only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary the results of any “know your customer” checks or other similar checks required under all any applicable laws and regulations law or regulation in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 25.9 (Pro rata interest settlementRata Interest Settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall will be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall will be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall will assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arrangerseach Administrative Party, the New Lender and other Lenders shall will acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers each Administrative Party and the Existing Lender shall will each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall will become a Party as a “Lender”.
(d) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to enter into and deliver any duly completed Transfer Certificate on its behalf.
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Procedure for transfer. (aA) Subject If an Existing Lender wishes to transfer any rights and/or obligations under the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected Finance Documents in accordance with paragraph clause 21.1 (cAssignments and transfers by the Lenders) below when such transfer will only be effective if the Agent executes an otherwise duly completed receives three executed copies of a Transfer Certificate delivered to it signed by the Existing Lender Lender(s) and the New LenderLender(s) at least 7 Business Days prior to the proposed Transfer Date specified in the Transfer Certificate (or such shorter period agreed by the Agent). The Agent shall, subject to paragraph (b) below, as As soon as reasonably practicable after its receipt by it 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, the Agent shall execute that Transfer Certificate.
(bB) The Agent shall only be obliged to execute a On the Transfer Date specified in the Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement)if later, on the date on which the Agent executes the Transfer Date:Certificate):
(i1) to the extent that the Existing Lender(s) elect(s) in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of Documents, the Obligors Borrower and the Existing Lender Lender(s) shall each be released from further obligations towards one another under to the Finance Documents other and their respective rights against one another under the Finance Documents shall be each other cancelled (being except for rights accrued before the “Discharged Rights and Obligations”date on which the Transfer Certificate takes effect);
(ii2) each of the Obligors Borrower and the New Lender Lender(s) shall acquire rights against each other and assume obligations towards one another and/or acquire rights against one another each other which differ from the Discharged Rights rights and Obligations obligations so cancelled and released only insofar as that Obligor the Borrower and the New Lender Lender(s) have acquired and assumed and/or acquired the same them in place of that Obligor the Borrower and the Existing LenderLender(s);
(iii3) the Agent, New Lender(s) and the Arrangers, the New Lender and other Lenders Finance Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender Lender(s) been an Original Lender original parties to the Finance Documents as Lender(s) with the rights and/or and obligations acquired or and assumed by it as a result of the such transfer and (and, to that extent the Agentextent, the Arrangers Existing Lender(s) and the Existing Lender Finance Parties shall each be released from further obligations to each other under the Finance Documents); and
(iv4) the New Lender Lender(s) shall become a Party party to the Finance Documents as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (PCCW LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph Clause 21.4 (cb) below when the Agent Lender executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent Lender shall, subject to paragraph Clause 21.4 (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Agent Lender shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they it would have acquired and assumed had the New Lender been an Original the Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other the Borrower under the Finance Documents; and.
(iv) the Borrower and Facility Agent agree to accept the assignment of a New Lender upon being notified by the Lender of such assignment and the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Term Loan Facility Agreement (Sterlite Industries (India) LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (cb) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it 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, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with upon its completion of all necessary “know your customer” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of ABB, the Obligors Borrowers and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of ABB, the Obligors Borrowers and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as ABB, that Obligor Borrower and the New Lender have assumed and/or acquired the same in place of ABB, that Obligor Borrower and the Existing Lender;
(iii) the AgentAgents, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentAgents, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the ArrangersArranger, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (Central European Media Enterprises LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” customer or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 23.9 23.8 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Mandated Lead Arrangers, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facility Agreement
Procedure for transfer. (a) Subject to the conditions set out in Clause 23.2 clause 24.2 (Conditions of assignment or transfer) a transfer transfer/novation is effected in accordance with paragraph sub-clause (cb) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Agent shall only be obliged to execute a Transfer Certificate 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 transfer to such New Lender.
(c) Subject to Clause 23.9 (Pro rata interest settlement), on On the Transfer Date:
(i) to the extent that in the Transfer Certificate Certificate, the Existing Lender seeks to transfer by novation way of an assignment it rights and benefits in respect of any Facility under the Finance Documents, the Borrower and the Existing Lender shall have their respective rights against one another under the Finance Documents cancelled to the extent of such Facility transferred (being the "Discharged Rights ").
(ii) to the extent that in the Transfer Certificate the Existing Lender seeks to novate its rights and obligations in respect of any undisbursed Facility under the Finance Documents each of Documents, the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents to the extent of such Facility novated and their respective rights against one another under the Finance Documents shall be cancelled to the extent of such Facility novated (being the “"Discharged Rights and Obligations”");
(iiiii) each of the Obligors Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iiiiv) the Agent, the ArrangersArranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it It as a result of the transfer and to that extent the Agent, the Arrangers Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(ivv) the New Lender shall become a Party as a “"Lender”'.
(vi) All the Lenders (except an Existing Lender who is seeking to transfer / novate a Loan(s) in accordance with this clause 24) hereby irrevocably authorise the Agent as their agent and duly constituted attorney to sign and execute each of the Transfer Certificate on their behalf as a confirming party, for transfer / novation in the manner provided in clause 24.5 (b) hereinabove.
(vii) Subject to the provisions of this clause 24 (Changes to the Lender) hereof, this Agreement shall be binding upon and inure to the benefit of each Party hereto and its successors and assigns.
Appears in 1 contract