Common use of Transfer Certificate Clause in Contracts

Transfer Certificate. If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (a) to the extent that in such Transfer Certificate the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 39.5 as “discharged rights and obligations”); (b) each of the Obligors and the Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Lender; (c) subject to Clause 21.1 (Replacement of Lenders), the other Finance Parties and the Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer; and (d) such Transferee shall become a party to this Agreement as a Lender.

Transfer Certificate. If any Lender wishes to transfer all or any of its rights, benefits and/or rights and obligations under this Agreement in respect of the Finance Documentswhole or any part of any Commitment in respect of the Revolving Facility and/or its Outstandings as contemplated in clause 28.3.1, then such transfer may be effected by novation through the delivery to the Agent of a duly completed and duly executed Transfer Certificate but only if it relates to its Commitment and/or its Outstandings in respect of all the Facilities in which eventit is participating at that time. Subject to clause 28.5, the Agent shall, on receipt of such certificate, countersign it and subject to the later terms of that Transfer Certificate and on the date specified in that Transfer Date specified Certificate: 28.4.1 each Obligor and the relevant Lender shall, to the extent provided in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (a) to the extent that in such Transfer Certificate the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance DocumentsCertificate, each of the Obligors and such Lender shall be released from further obligations towards one another to each other under the Finance Documents this Agreement and their respective rights against one another each other shall be cancelled (such rights and obligations being referred to in this Clause 39.5 clause 28 as “discharged rights and obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (b) 28.4.2 each of the Obligors Obligor and the Transferee party to it the relevant Transfer Certificate shall each assume obligations towards one another and/or towards, and acquire rights against one another from, each other which differ from the discharged rights and obligations only insofar as such Obligor and such the Transferee have assumed and/or and acquired the same in place of such Obligor and such that Lender; (c) subject to Clause 21.1 (Replacement of Lenders), 28.4.3 the Transferee and the other Finance Parties and parties to this Agreement (other than the Transferee Obligor) shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents this Agreement as a Lender with the rights, benefits rights and obligations acquired or assumed by it as a result of such transfer; transfer (and (d) , to that extent, the transferor Lender and such Transferee other parties shall become a party each be released from further obligations to this Agreement as a Lendereach other).

Transfer Certificate. If any Lender wishes to assign or transfer all or any of its rights, benefits and/or and obligations under the Finance Documentshereunder in accordance with Section 14.3, then such assignment or transfer may shall be effected by novation through the delivery by such Lender to the Agent Canadian Agent, the U.S. Agent, the Issuing Bank, the Swingline Lenders and the Borrowers of a duly completed and duly executed Transfer Certificate in which eventwhereupon, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (a) to the extent that in such Transfer Certificate the Lender Lenders party to it thereto seeks to assign or transfer its rights, benefits rights and obligations under hereunder: (a) the Finance Documents, each of the Obligors applicable Borrower(s) and such Lender shall each be released from further obligations towards one another under to the Finance Documents other hereunder, and their respective rights against one another each other shall be cancelled (such rights and obligations being referred to in this Clause 39.5 Section 14.4 as “discharged rights and obligations”); (b) each of the Obligors applicable Borrower(s) and the Transferee party to it thereto shall each assume obligations towards one another and/or and acquire rights against one another in respect of each other which differ from the discharged rights and obligations only insofar as such Obligor the obligations so assumed and the rights so acquired by the Borrowers are owed to and constituted by claims against such Transferee and not such Lender, so that the Borrowers and the Transferee shall have assumed and/or acquired the same in place of such Obligor rights and such Lenderobligations towards each other which they would have acquired had the Transferee been an original party hereto; (c) subject to Clause 21.1 (Replacement of Lenders)the Agents, the other Finance Parties Transferee and the Transferee other Lenders shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such the Transferee been an original party to the Finance Documents as a Lender hereto with the rights, benefits obligations assumed and obligations the rights acquired or assumed by it as a result of such assignment or transfer; and. (d) such Transferee shall become a party to the amounts payable by any Borrower under this Agreement shall not increase, in respect of withholding on account of taxes, as a Lenderresult of any such assignment or transfer.

Transfer Certificate. If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Administrative Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Administrative Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Administrative Agent: (a) to the extent that in such Transfer Certificate the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 39.5 34.5 as “discharged rights and obligations”); (b) each of the Obligors and the Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Lender; (c) subject to Clause 21.1 (Replacement of Lenders), the other Finance Parties and the Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer; and (d) such Transferee shall become a party to this Agreement as a Lender.

Transfer Certificate. If any Lender wishes to transfer all or any of its rights, benefits and/or rights and obligations under this Agreement in respect of the Finance Documentswhole or any part of any Commitment in respect of the Revolving Facility and/or its Outstandings as contemplated in clause 28.3.1, then such transfer may be effected by novation through the delivery to the Agent of a duly completed and duly executed Transfer Certificate but only if it relates to its Commitment and/or its Outstandings in respect of all the Facilities in which eventit is participating at that time. Subject to clause 28.5, the Agent shall, on receipt of such certificate, countersign it and subject to the later terms of that Transfer Certificate and on the date specified in that Transfer Date specified Certificate: 28.4.1 each Obligor and the relevant Lender shall, to the extent provided in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (a) to the extent that in such Transfer Certificate the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance DocumentsCertificate, each of the Obligors and such Lender shall be released from further obligations towards one another to each other under the Finance Documents this Agreement and their respective rights against one another each other shall be cancelled (such rights and 106 obligations being referred to in this Clause 39.5 clause 28 as “discharged rights and obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (b) 28.4.2 each of the Obligors Obligor and the Transferee party to it the relevant Transfer Certificate shall each assume obligations towards one another and/or towards, and acquire rights against one another from, each other which differ from the discharged rights and obligations only insofar as such Obligor and such the Transferee have assumed and/or and acquired the same in place of such Obligor and such that Lender; (c) subject to Clause 21.1 (Replacement of Lenders), 28.4.3 the Transferee and the other Finance Parties and parties to this Agreement (other than the Transferee Obligor) shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents this Agreement as a Lender with the rights, benefits rights and obligations acquired or assumed by it as a result of such transfer; transfer (and (d) , to that extent, the transferor Lender and such Transferee other parties shall become a party each be released from further obligations to this Agreement as a Lendereach other).

Transfer Certificate. If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Administrative Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Administrative Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Administrative Agent: (a) to the extent that in such Transfer Certificate the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 39.5 31.5 as “discharged rights and obligations”); (b) each of the Obligors and the Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Lender; (c) subject to Clause 21.1 (Replacement of Lenders), the other Finance Parties and the Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer; and (d) such Transferee shall become a party to this Agreement as a Lender, provided that, such transfer shall be conditional upon the performance by the Administrative Agent of all “know your customer” or other checks relating to any person that it is required to carry out where the transfer is to a new Lender.

Transfer Certificate. If any Lender wishes to transfer all or any of its rights, benefits and/or rights and obligations under this Agreement in respect of the Finance Documentswhole or any part of any Commitment in respect of the Revolving Facility and/or its Outstandings as contemplated in clause 28.3.1, then such transfer may be effected by novation through the delivery to the Agent of a duly completed and duly executed Transfer Certificate but only if it relates to its Commitment and/or its Outstandings in respect of all the Facilities in which eventit is participating at that time. Subject to clause 28.5, the Agent shall, on receipt of such certificate, countersign it and subject to the later terms of that Transfer Certificate and on the date specified in that Transfer Date specified Certificate: 28.4.1 each Obligor and the relevant Lender shall, to the extent provided in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (a) to the extent that in such Transfer Certificate the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance DocumentsCertificate, each of the Obligors and such Lender shall be released from further obligations towards one another to each other under the Finance Documents this Agreement and their respective rights against one another each other shall be cancelled (such rights and obligations being referred to in this Clause 39.5 clause 28 as “discharged rights and obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); (b) 28.4.2 each of the Obligors Obligor and the Transferee party to it the relevant Transfer Certificate shall each assume obligations towards one another and/or towards, and acquire rights against one another from, each other which differ from the discharged rights and obligations only insofar as such Obligor and such the Transferee have assumed and/or and acquired the same in place of such Obligor and such that Lender; (c) subject to Clause 21.1 (Replacement of Lenders), 28.4.3 the Transferee and the other Finance Parties and parties to this Agreement (other than the Transferee Obligor) shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents this Agreement as a Lender with the rights, benefits rights and obligations acquired or assumed by it as a result of such transfer; transfer (and (d) , to that 107 extent, the transferor Lender and such Transferee other parties shall become a party each be released from further obligations to this Agreement as a Lendereach other).