Acceptance by Assignee Lender Sample Clauses

Acceptance by Assignee Lender. By its execution of this Agreement, Assignee Lender irrevocably purchases, assumes and accepts such assignment and delegation and agrees to be a Lender with respect to the delegated interest under the Loan Documents and to be bound by the terms and conditions thereof. By its execution of this Agreement, Assignor Lender agrees, to the extent provided herein, to relinquish its rights and be released from its obligations and duties under the Credit Agreement.
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Acceptance by Assignee Lender. By its execution of this Agreement, as of the Effective Date, Assignee Lender irrevocably purchases, assumes and accepts such assignment and delegation and agrees to be a Lender with respect to the delegated interest under the Loan Documents and to be bound by the terms and conditions thereof, and hereby makes and agrees to be bound by all of the representations, warranties and agreements set forth in Section 1 of Schedule II. By its execution of this Agreement, Assignor Lender agrees, to the extent provided herein, to relinquish its rights (excluding any rights which survive execution of this Agreement pursuant to Section 10.1(B) of the Credit Agreement) and be released from its obligations and duties under the Credit Agreement.
Sample 1
Acceptance by Assignee Lender. By its execution of this Agreement, Assignee Lender irrevocably purchases, assumes and accepts the transfer, assignment and delegation from Assignor Lender with respect to the Revolving Credit Loans, the Obligations, the Multi-Party Agreement, the Loan Documents, the Collateral and the Commitment on the terms and conditions provided in this Agreement (the "Assignment and Delegation"), and agrees to be bound by the terms and conditions thereof. Assignee Lender hereby unconditionally and absolutely releases and discharges Assignor Lender and agrees to indemnify and hold harmless Assignor Lender, from and against any and all duties, liabilities and other obligations of any kind whatsoever arising from, under or in connection with the Revolving Credit Loans, the Obligations, the Multi-Party Agreement, the Loan Documents, the Collateral and the Commitment assigned to, and/or assumed by Assignee Lender hereunder, to the extent that such duties, liabilities or other obligations relate to actions taken or omitted to be taken by or on behalf of Assignee Lender after the effectiveness of the Assignment and Delegation; provided, that such release and indemnification shall not apply to any duties, liabilities or other obligations arising from a breach of Assignor Lender's representations, warranties and covenants under Section 3.2 hereof. By its execution of this Agreement, Assignor Lender agrees, to the extent provided herein, to relinquish its rights and be released from those obligations and duties under the Multi-Party Agreement, the Loan Documents and the Commitment that have been assigned and delegated to Assignee Lender hereunder.
Sample 1

Related to Acceptance by Assignee Lender

  • Assumption by Assignee Any assignment of all or any portion of an Entire Interest in the Company permitted under this Article 10 shall be in writing, and shall be an assignment and transfer of all of the assignor’s rights and obligations hereunder with respect to the portion of the Entire Interest transferred, and the assignee shall expressly agree in writing to be bound by all of the terms of this Agreement and assume and agree to perform all of the assignor’s agreements and obligations existing or arising at the time of and subsequent to such assignment. Upon any such permitted assignment of all or any portion of an Entire Interest, and after such assumption, the assignor shall be relieved of its agreements and obligations hereunder arising after such assignment with respect to the interest transferred, and, in the case of a transfer of an Entire Interest, the assignee shall become a Member in place of the assignor. An executed counterpart of each such assignment of all or any portion of an Entire Interest in the Company and assumption of a Member’s obligations shall be delivered to each Member and to the Company. The assignee shall pay all expenses incurred by the Company in admitting the assignee as a Member. Except as otherwise expressly provided herein, no permitted assignment shall terminate the Company. As a condition to any assignment of all or any portion of an Entire Interest, the selling Member shall obtain such consents as may be required from third parties, if any, or waivers thereof. The other Members shall use reasonable efforts to cooperate with the selling Member in obtaining such consents or waivers.

  • Acceptance by Issuer The Issuer acknowledges its acceptance pursuant to this Agreement, of all right, title and interest in and to the Receivables and the other Transferred Assets conveyed by the Seller pursuant to this Agreement and declares and shall declare from and after the date hereof that the Issuer holds and shall hold such right, title and interest, upon the terms and conditions set forth in this Agreement.

  • Appointment of and Acceptance by NCPS Issuer and Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.

  • Acceptance by the Transferee The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2019-1 SUBI Certificate and the interest in the 2019-1 SUBI represented thereby, whether set forth in the 2019-1 SUBI Certificate, in the SUBI Trust Agreement or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

  • Acceptance by Issuing Entity The Issuing Entity does hereby accept all consideration conveyed by the Depositor pursuant to Section 2.01(a), and declares that the Issuing Entity shall hold such consideration upon the trust set forth in the Trust Agreement for the benefit of the Certificateholders, subject to the terms and conditions of the Indenture, this Agreement and the Second Step Receivables Assignment and the rights of the Noteholders with respect thereto. The Issuing Entity hereby agrees to and accepts the appointment and authorization of Ally Financial as Servicer under Section 2.01 of the Servicing Agreement. The parties agree that this Agreement, the Second Step Receivables Assignment, the Indenture, the Trust Agreement, the Notes and the Certificates constitute the Further Transfer Agreements for purposes of the Pooling Agreement.

  • Assignment and Acceptance; Notes The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500 ($7,500 for any Defaulting Lender) for each assignment (which fee the Administrative Agent may, in its sole discretion, elect to waive), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the assignee, upon the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the assignee and such transferor Lender, as appropriate.

  • Appointment of and Acceptance by Escrow Agent The Investor(s) and the Company hereby appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by wire transfer of the Escrow Funds in accordance with Section 3 below, agrees to hold, invest and disburse the Escrow Funds in accordance with this Agreement.

  • Assignment by Assignor Effective as of the Closing, Assignor hereby transfers and assigns to Assignee the Intangible Property and the Permits and Entitlements.

  • Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Successors and Assigns; Participations; Purchasing Lenders (a) This Agreement shall be binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender.

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