Assignment and Sub Participation Clause Samples
The Assignment and Sub-Participation clause governs the rights of parties to transfer their interests or obligations under an agreement to third parties. Typically, it outlines whether such transfers require prior written consent, and may distinguish between outright assignment of rights and sub-participation, where a third party shares in the benefits or risks without becoming a direct party to the contract. This clause ensures that all parties are aware of and can control who may become involved in the agreement, thereby maintaining the integrity of the contractual relationship and managing potential risks associated with third-party involvement.
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Assignment and Sub Participation. 12.1 Right to assign Each of the Lenders may:
12.1.1 assign or transfer all or any of its rights under or pursuant to the Security Documents or assign or grant sub-participations in all or any part of its Commitment (i) to any other branch or Affiliate of that Lender or (ii) with the prior written consent of the Agent and the Guarantor (which shall not be unreasonably withheld and which consent shall not be required from the Guarantor following an Event of Default which is continuing unremedied or unwaived) to any other bank or financial institution; and
12.1.2 assign or transfer all or any part of its rights under or pursuant to this Agreement and/or any of the other Security Documents to KEIC following the occurrence of an Event of Default which is continuing unremedied or unwaived or otherwise if required to do so by KEIC pursuant to the terms of the KEIC Buyer Credit Policies provided that KEIC pays the insurance proceeds in full in accordance with the KEIC Buyer Credit Policies.
12.2 Borrowers’ co-operation The Borrowers will co-operate fully and will procure that the Guarantor co-operates fully with the Lenders in connection with any assignment, transfer or sub-participation pursuant to Clause 12.1; will execute and procure the execution of such documents as the Lenders may require in connection therewith; and irrevocably authorise each of the Finance Parties to disclose to any proposed assignee, transferee or sub-participant (whether before or after any assignment, transfer or sub-participation and whether or not any assignment, transfer or sub-participation shall take place) all information relating to the Security Parties, the Facility or the Security Documents which each such Finance Party may in its discretion consider necessary or desirable (subject to any duties of confidentiality applicable to the Lenders generally).
Assignment and Sub Participation. 14.1 Lenders’ rights Notwithstanding the provisions of Clause 10.12 (Sinosure Insurance Proceeds) a Lender may, without notice to or the consent of the Borrower or the Guarantor or any Charterer, assign any of its rights under this Agreement or transfer by novation any of its rights and obligations under this Agreement to any third party, to any other branch of that Lender or to any other bank or financial institution or (for the purpose of a securitisation of that Lender’s rights or obligations under the Finance Documents or a similar transaction of broadly equivalent economic effect) to any special purpose vehicle, and may grant sub-participations in all or any part of its Commitment.
Assignment and Sub Participation. 14.1 LENDERS' RIGHTS A Lender may assign any of its rights under this Agreement or transfer by novation any of its rights and obligations under this Agreement to any other branch or Affiliate of that Lender or (subject to the prior written consent of the Borrower, such consent not to be unreasonably withheld but not to be required at any time after an Event of Default which is continuing unremedied and unwaived) to any other bank or financial institution, and may grant sub-participations in all or any part of its Commitment.
Assignment and Sub Participation. 13.1 Right to assign The Bank may assign or transfer all or any of its rights under or pursuant to the Security Documents to any other branch of the Bank or to any other bank or financial institution, and may grant sub-participations in all or any part of the Loan and in the case of any assignment or transfer to another bank or financial institution after consultation with the Borrower, the Bank taking into consideration any reasonable objection of the Borrower to such proposed assignment or transfer.
13.2 Borrower's co-operation The Borrower will co-operate fully with the Bank in connection with any assignment, transfer or sub-participation; will execute and procure the execution of such documents as the Bank may require in connection therewith; and irrevocably authorises the Bank to disclose to any proposed assignee, transferee or sub-participant (whether before or after any assignment, transfer or sub-participation and whether or not any assignment, transfer or sub-participation shall take place) all information relating to the Security Parties, the Loan or the Security Documents which the Bank may in its discretion consider necessary or desirable.
13.3 Rights of assignee Any assignee, transferee or sub-participant of the Bank shall (unless limited by the express terms of the assignment, transfer or sub-participation) take the full benefit of every provision of the Security Documents benefiting the Bank.
Assignment and Sub Participation. 14.1 Right to assign The Bank may assign or transfer all or any of its rights under or pursuant to the Security Documents to any other branch of the Bank or to any other bank or financial institution, and may grant sub-participations in all or any part of the Loan.
14.2 Borrowers' co-operation The Borrowers will co-operate fully with the Bank in connection with any assignment, transfer or sub-participation; will execute and procure the execution of such documents as the Bank may require in connection therewith; and irrevocably authorise the Bank to disclose to any proposed assignee, transferee or sub-participant or any person who may otherwise enter into contractual relations with the Bank in relation to this Agreement (whether before or after any assignment, transfer or sub-participation and whether or not any assignment, transfer or sub-participation shall take place) all information relating to the Security Parties, the Loan or the Security Documents which the Bank may in its discretion consider necessary or desirable.
14.3 Rights of assignee any assignee, transferee or sub-participant of the Bank shall (unless limited by the express terms of the assignment, transfer or sub-participation) take the full benefit of every provision of the Security Documents benefiting the Bank.
Assignment and Sub Participation. 14.1 LENDERS' RIGHTS A Lender may assign any of its rights under this Agreement or transfer by novation any of its rights and obligations under this Agreement to any other branch or Affiliate of that Lender or (subject to the prior written consent of the Borrower, such consent not to be unreasonably withheld but not to be required at any time after an Event of Default which is continuing unremedied and unwaived) to any other bank or financial institution, and may grant sub-participations in all or any part of its Commitment.
14.2 BORROWER'S CO-OPERATION The Borrower will co-operate fully with a Lender in connection with any assignment, transfer or sub-participation by that Lender; will execute and procure the execution of such documents as that Lender may require in that connection; and irrevocably authorises any Finance Party to disclose to any proposed assignee, transferee or sub-participant (whether before or after any assignment, transfer or sub-participation and whether or not any assignment, transfer or sub-participation shall take place) all information relating to the Security Parties, the Loan, the Relevant Documents and the Vessels which any Finance Party may in its discretion consider necessary or desirable (subject to any duties of confidentiality applicable to the Lenders generally). Additionally, (but subject to the same duties of confidentiality), any Lender may disclose the size and term of the Facility and the names of each Security Party to any investor or potential investor in a securitisation (or similar transaction of broadly equivalent economic effect) of that Lender's rights and obligations under the Finance Documents.
Assignment and Sub Participation. 14.1 Lenders' rights A Lender may, without notice to or the consent of the Borrowers or the Guarantor or any charterer, assign any of its rights under this Agreement or transfer by novation any of its rights and obligations under this Agreement to any third party, to any other branch of that Lender or to any other bank or financial institution or (for the purpose of a securitisation of that Lender's rights or obligations under the Finance Documents or a similar transaction of broadly equivalent economic effect) to any special purpose vehicle, and may grant sub-participations in all or any part of its Commitment.
14.2 Borrowers' co-operation The Borrowers will co-operate fully, and will procure that the Guarantor and any charterer co-operates fully, with a Lender in connection with any assignment, transfer or sub-participation or securitisation by that Lender; will execute and procure the execution of such documents as that Lender may require in that connection; and irrevocably authorise any Finance Party to disclose to any proposed assignee, transferee or sub-participant or to any third party (whether before or after any assignment, transfer, sub-participation or securitisation and whether or not any assignment, transfer, sub-participation or securitisation shall take place) all information relating to the Security Parties, the Loan, the Relevant Documents and the Vessels which any Finance Party may in its discretion consider necessary or desirable but subject to causing no material adverse effect for the Borrowers or the Guarantor.
Assignment and Sub Participation. Payments, Mandatory Prepayment, Reserve Requirements and Illegality......76 18 Communications...........................................................79 19
Assignment and Sub Participation any other document which may at any time be required by a Finance Party to give effect to any Finance Document or which a Finance Party is entitled to call for or obtain under any Finance Document (including, without limitation, any valuation of the Vessels obtained in accordance with this Agreement and any insurance report); and
Assignment and Sub Participation. 16.1 Lender’s rights The Lender may with the prior consent of the Borrowers, such consent not to be unreasonably withheld, assign any of its rights under this Agreement or transfer by novation any of its rights and obligations under this Agreement to any other branch of the Lender or any other member of the RBS Group or to any other bank or financial institution, and may grant sub-participations in all or any part of the Loan.
16.2 Borrowers’ co-operation The Borrowers will co-operate fully with the Lender or any other member of the RBS Group in connection with any assignment, transfer or sub-participation; will execute and procure the execution of such documents as the Lender or any other member of the RBS Group may require in that connection; and irrevocably authorise the Lender to disclose to any proposed assignee, transferee or sub-participant (whether before or after any assignment, transfer or sub-participation and whether or not any assignment, transfer or sub-participation shall take place) all information relating to the Security Parties, the Loan, the Relevant Documents and the Vessels which the Lender may in its discretion consider necessary or desirable.
16.3 Rights of assignee or transferee Any assignee or transferee of the Lender shall (unless limited by the express terms of the assignment or novation) take the full benefit of every provision of the Finance Documents benefitting the Lender.