Common use of Assignment and transfers by Obligors Clause in Contracts

Assignment and transfers by Obligors. No Obligor or any other member of the Group may assign any of its rights or transfer any of its rights or obligations under the Finance Documents other than as permitted under Schedule 14 (Covenants) and provided that a Borrower (a “Novating Borrower”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly wholly-owned Subsidiary of (i) the Company or (ii) a Permitted Affiliate Parent (as applicable) if the Company delivers to the Facility Agent: (a) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and (b) legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security created by the Transaction Security Documents as amended, extended, renewed, restated, supplemented, modified or replaced represents valid and perfected Security not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Security were not otherwise subject to immediately prior to such assignment or transfer.

Assignment and transfers by Obligors. No Obligor or any other member of the Group may assign any of its rights or transfer any of its rights or obligations under the Finance Documents other than as permitted under Schedule 14 (Covenants) and provided that a Borrower (a “Novating Borrower”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly a wholly-owned Subsidiary of (i) the Company or (ii) a Permitted Affiliate Parent (as applicable) if the Company delivers to the Facility Agent: (a) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and (b) legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security created by the Transaction Security Documents as amended, extended, renewed, restated, supplemented, modified or replaced represents valid and perfected Security not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Security were not otherwise subject to immediately prior to such assignment or transfer.

Assignment and transfers by Obligors. No Obligor or any other member of the Group may assign any of its rights or transfer any of its rights or obligations under the Finance Documents other than as permitted under Schedule 14 (Covenants) and provided that a Borrower (a “Novating Borrower”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly wholly-owned Subsidiary of (i) the Company or (ii) a Permitted Affiliate Parent (as applicable) if the Company delivers to the Facility Agent: (a) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and (b) legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security created by the Transaction Security Documents as amended, extended, renewed, restated, supplemented, modified 63140965_9 or replaced represents valid and perfected Security not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Security were not otherwise subject to immediately prior to such assignment or transfer.