Assignment of Commitments Sample Clauses

Assignment of Commitments. If any Lender becomes a Defaulting Lender, such Defaulting Lender may be replaced as provided in Section 2.19; and
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Assignment of Commitments. Notwithstanding anything in the Existing Credit Agreement to the contrary, the Existing Banks shall be permitted to assign all or any portion of their respective Commitments (and all Existing Credit Agreement Obligations then owing to them) without the consent of Borrower.
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Assignment of Commitments. SECTION 1.1. Effective as of the date hereof upon the receipt by the Administrative Agent of (a) executed counterparts of this Agreement duly executed and delivered by (i) the Assigning Lender, (ii) each Assignee Lender, (iii) the Administrative Agent, (iv) the Borrower and (v) each Issuing Bank, (b) a processing and recordation fee of $3,500 and (c) an Administrative Questionnaire in which Sumitomo Mitsui Banking Corporation designates one or more credit contacts to whom all syndicate- Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, for an agreed consideration, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, the Assigning Lender hereby irrevocably sells and assigns to each Assignee Lender, and each Assignee Lender hereby irrevocably purchases and assumes from the Assigning Lender (i) all of the Assigning Lender’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assigning Lender under the Credit Agreement (including the Assigned Commitments) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assigning Lender (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above: Rights and Obligations Transferred from Assigning Lender to Royal Bank of Canada: Revolving Commitment: $200,000,000.00 Letter of Credit Issuer Sublimit: $142,857,000.00 Rights and Obligations Transferred from Assigning Lender to Sumitomo Mits...
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Assignment of Commitments. On the Fourth Amendment Effective Date, The Royal Bank of Scotland PLC will assign $14,000,000 of its Revolving Commitments and Revolving Extensions of Credit to Mxxxxx Sxxxxxx Bank, N.A. pursuant to the terms, provisions and representations of an Assignment and Assumption attached as Exhibit F to the Amended Credit Agreement and each of the Administrative Agent and the Company hereby consents to such assignment. The Revolving Commitments of each of Societe Generale, Royal Bank of Canada, Wxxxx Fargo Bank, National Association and Deutsche Bank AG New York Branch will be reduced by the Company in the amount of $6,500,000 on the Fourth Amendment Effective Date in accordance with Section 2.7 of the Existing Credit Agreement. The Company, the Administrative Agent and each Lender party to this Fourth Amendment hereby consents and agrees to such reduction. Certain Lenders have agreed to increase their Revolving Commitments on the Fourth Amendment Effective Date and each of the Company, the Administrative Agent, such Lenders and the Required Lenders hereby consents and agrees to such increase. On the Fourth Amendment Effective Date, the Revolving Percentage and Total Revolving Commitments of each Lender as increased or decreased pursuant to the foregoing shall be as set forth on Schedule 1.1A of the Amended Credit Agreement.
Sample 1
Assignment of Commitments. After giving effect to Section 2(a) above, (i) the Assignor hereby transfers, assigns and delegates to Fifth Third, without recourse, representation or warranty, and Fifth Third hereby irrevocably takes, accepts and assumes from the Assignor, a portion of the Commitment of the Assignor under the Agreement on Assignment Payment Date in the amount set forth on Annex IV hereto (such amount, the “Assigned PrivateBank/Fifth Third Commitment”) and all related rights and obligations under the Agreement and under each of the other Transaction Documents with respect thereto, (ii) the Assignor hereby transfers, assigns and delegates to Huntington, without recourse, representation or warranty, and Huntington hereby irrevocably takes, accepts and assumes from the Assignor, a portion of the Commitment of the Assignor under the Agreement on the Assignment Payment Date in the amount set forth on Annex IV hereto (such amount, the “Assigned PrivateBank/Huntington Commitment”) and all related rights and obligations under the Agreement and under each of the other Transaction Documents with respect thereto and (iii) the Assignor hereby transfers, assigns and delegates to U.S. Bank, without recourse, representation or warranty, and U.S. Bank hereby irrevocably takes, accepts and assumes from the Assignor, a portion of the Commitment of the Assignor under the Agreement on the Assignment Payment Date in the amount set forth on Annex IV hereto (such amount, the “Assigned PrivateBank/U.S. Bank Commitment”; together with the Assigned PrivateBank/Fifth Third Commitment and the Assigned PrivateBank/Huntington Commitment, collectively, the “Assigned Commitments”) and all related rights and obligations under the Agreement and under each of the other Transaction Documents with respect thereto. Upon the transfer, assignment and delegation of the Assigned Commitments, each of the parties hereto releases Assignor from its obligations under the Agreement and under each of the other Transaction Documents, in each case solely with respect to the Assigned Commitments. As of the Effective Time (and after giving effect to the Assigned Commitments), the Commitments of each Related Committed Purchaser shall be as set forth on Schedule VI hereto.
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Assignment of Commitments. (a) Each party hereto acknowledges and agrees that, on the Amendment No. 5 Effective Date and immediately prior to giving effect to this Amendment, (x) for agreed consideration, ING has irrevocably sold and assigned to CIBC Bank USA (“CIBC”), and CIBC has irrevocably purchased and assumed from ING, (i) all of ING’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to ING’s Multicurrency Commitments in an aggregate principal amount equal to $15,000,000 and (ii) to the extent permitted to be assigned under applicable law and related to the foregoing clause (i), all claims, suits, causes of action and any other right of ING (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”) and (y) for all purposes of the Credit Agreement and the Loan Documents, immediately upon the assumption by CIBC of the Assigned Interest, the Multicurrency Commitments in an aggregate principal amount of $15,000,000 assigned by ING to CIBC shall become Dollar Commitments in an aggregate principal amount of $15,000,000 of CIBC. Such sale and assignment is without recourse to ING and, except as expressly provided in this Section 2.12, without representation or warranty by ING.
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Related to Assignment of Commitments

  • Extension of Commitments The Commitments may be extended in the manner and amount set forth in this subsection (b), for a period of 364 days measured from the Termination Date then in effect. If the Company wishes to request an extension of each Bank's Commitment, it shall give notice to that effect to the Agent not less than 45 days and not more than 60 days prior to the Termination Date then in effect, whereupon the Agent shall promptly notify each of the Banks of such request. Each Bank will use its best efforts to respond to such request, whether affirmatively or negatively, as it may elect in its discretion, within 30 days of such notice to the Agent. If any Bank shall not have responded affirmatively within such 30-day period, such Bank shall be deemed to have rejected the Company's proposal to extend its Commitment, and only the Commitments of those Banks which have responded affirmatively shall be extended, subject to receipt by the Agent of counterparts of an Extension Agreement in substantially the form of Exhibit H hereto duly completed and signed by the Borrower, the Company, the Agent and all of the Banks which have responded affirmatively. The Agent shall provide to the Company, no later than 10 days prior to the Termination Date then in effect, a list of the Banks which have responded affirmatively. The Extension Agreement shall be executed and delivered no later than five days prior to the Termination Date then in effect, and no extension of the Commitments pursuant to this subsection (b) shall be legally binding on any party hereto unless and until such Extension Agreement is so executed and delivered. The Company and the Borrower may decline to execute and deliver such Extension Agreement if any Bank has rejected the Company's proposal to extend its Commitment or has failed to execute and deliver such Extension Agreement, and will promptly notify the Agent and the Banks if it so declines.

  • Increase of Commitments (a) If no Default or Event of Default shall have occurred and be continuing and no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since the Effective Date, the Borrowers may at any time from time to time prior to the Maturity Date request one or more increases of the US Revolving Commitments, Canadian Revolving Commitments or the UK Revolving Commitments by notice to the Administrative Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) none of the US Revolving Commitment, the Canadian Revolving Commitment or the UK Revolving Commitment of any Revolving Lender may be increased without such Revolving Lender’s consent, (ii) the aggregate amount of the Commitments as so increased shall not exceed $175,000,000, (iii) any increase in either the Canadian Revolving Commitment or the UK Revolving Commitment, each as herein provided, shall require a corresponding dollar per dollar increase in the US Revolving Commitment (such corresponding increase shall not be deemed to be an additional increase), (iv) the Commitments may not be increased without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) (v) that portion of the Revolving Commitments representing an increase in the Revolving Commitments made pursuant to this Section 2.22 shall only be available for the issuance of Letters of Credit hereunder (for purposes of determining compliance with this clause (v) Letters of Credit shall be deemed to be the last credit extended under a Revolving Commitment - it being intended that no Borrower shall be in violation of this clause (v) unless the principal amount of Revolving Loans and Protective Advances outstanding to such Borrower exceed the amount of the aggregate Revolving Commitments to such Borrower before giving effect to such increase), and (vi) the aggregate amount of such increases during the term of this Agreement shall not exceed $25,000,000.

  • Reduction of Commitments The Revolver Commitments shall terminate on the Maturity Date. Borrowers may reduce the Revolver Commitments of either Class, without premium or penalty, to an amount not less than the sum of (A) the Revolver Usage of such Class as of such date, plus (B) the principal amount of all Revolving Loans of such Class not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of all Letters of Credit of such Class not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than five (5) Business Days prior written notice to Agent or such shorter period as the Agent may agree in its reasonable discretion, and shall be irrevocable; provided that such notice of termination may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions, in which case such notice may be revoked by Borrowers (by notice to Agent from Parent on or prior to the specified effective date) if such condition is not satisfied. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Revolving Lender proportionately in accordance with its ratable share thereof.

  • Termination of Commitments Declare the Commitments terminated whereupon the Commitments shall be immediately terminated.

  • Reduction of Commitment On the last Trading Day of each Pricing Period, the Investor’s Total Commitment under this Agreement automatically (and without the need for any amendment to this Agreement) shall be reduced, on a dollar-for-dollar basis, by the total amount of the Fixed Request Amount and the Optional Amount Dollar Amount, if any, for such Pricing Period paid to the Company at the Settlement Date.

  • Termination of Commitment On the service of a notice under paragraph (a) of Clause 18.2, the Commitment and all other obligations of the Lender to the Borrower under this Agreement shall terminate.

  • Assignment of Commitments Under Certain Circumstances In the event (a) any Lender requests compensation pursuant to Section 5.3, (b) any Lender delivers a notice described in Section 5.2, (c) Holdings or any Obligor is required to pay additional amounts to any Lender or any Governmental Authority on account of any Lender pursuant to Section 5.1, (d) any Lender is, or becomes an Affiliate of a Person that is, engaged in the business in which the Borrower is engaged or (e) any Lender is a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing fee referred to in Section 12.2(a)), upon notice to such Lender and the Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to the restrictions contained in Section 12.2), all of its interests, rights and obligations under the Loan Documents to an Eligible Assignee that shall assume such assigned obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assignment shall not conflict with any Law or order of any court or other Governmental Authority having jurisdiction, (ii) except in the case of clause (d) or (e) above, no Event of Default shall have occurred and be continuing, (iii) the Borrower or such assignee shall have paid to such Lender in immediately available funds an amount equal to the sum of 100% of the principal of and interest accrued to the date of such payment on the outstanding Loans of such Lender, plus all fees and other amounts accrued for the account of such Lender hereunder (including any amounts under Sections 5.1, 5.2, 5.3 and 5.4), (iv) such assignment is consummated within 180 days after the date on which the Borrower’s right under this Section 5.8 arises, and (v) if the consent of the Agent, any Letter of Credit Issuer or the Swingline Lender is required pursuant to Section 12.2, such consents are obtained; provided, further, that if prior to any such assignment the circumstances or event that resulted in such Lender’s request or notice under Section 5.2 or 5.3 or demand for additional amounts under Section 5.1, as the case may be, shall cease to exist or become inapplicable for any reason, or if such Lender shall waive its rights in respect of such circumstances or event under Section 5.1, 5.2 or 5.3, as the case may be, then such Lender shall not thereafter be required to make such assignment hereunder. In the event that a replaced Lender does not execute an Assignment and Acceptance pursuant to Section 12.2 within two Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 5.8 and presentation to such replaced Lender of an Assignment and Acceptance evidencing an assignment pursuant to this Section 5.8, the Borrower shall be entitled (but not obligated), upon receipt by the replaced Lender of all amounts required to be paid under this Section 5.8, to execute such an Assignment and Acceptance on behalf of such replaced Lender, and any such Assignment and Acceptance so executed by the Borrower, the replacement Lender and, to the extent required pursuant to Section 12.2, the Agent, shall be effective for purposes of this Section 5.8 and Section 12.2.

  • Reallocation of Commitments Upon the effectiveness of this Agreement, all outstanding “Revolving Credit Loans” given by the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Revolving Credit Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as set forth on Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section 3.05.

  • Reductions of Commitments Each reduction of the Commitments under Section 2.11. shall be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof.

  • Increase of Commitment Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the consent of such Lender;

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