Assignment; Participations Sample Clauses
Assignment; Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or an undivided portion of all of its Revolving Credit Commitment, Revolving Credit Loans and Term Loans and all Notes held by it); PROVIDED, HOWEVER, that (i) each such assignment shall be of a uniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the Revolving Credit Commitments, Revolving Credit Loans and Term Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) no such assignments shall be permitted without the consent of the Agent and the Borrowers (not to be unreasonably withheld) except that if a Default or Event of Default shall have occurred and be continuing, the consent of the Borrowers shall not be required; and (v) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.
(b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
(c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder an...
Assignment; Participations. Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement...
Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Administrative Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that no Borrower may assign or transfer its rights or obligations hereunder without the written approval of all the Lenders (and any attempted such assignment or transfer without such consent shall be null and void).
(b) After first obtaining the approval of the Administrative Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Parent under the Federal Bankruptcy Code or as a result of the commencement of a bankruptcy, insolvency, reorganization, receivership or similar proceeding with respect to either Foreign Subsidiary Borrower under Swiss or other foreign law) the Parent, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit and in Swingline Loans); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit and in Swingline Loans; (ii) unless the Administrative Agent and the Parent otherwise consent or all the assigning Lender's Revolving Credit Commitment is being assigned to an assignee, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Administrative Agent may approve (the "Assignment and Assump...
Assignment; Participations a. RZB may assign any or all of the Obligations and may transfer therewith any or all of the Collateral therefor and the transferee shall have the same rights with respect thereto as had RZB. Upon such transfer, RZB shall be released from all responsibility for the Collateral so transferred.
b. RZB may from time to time sell or otherwise grant participations in any of the Obligations and any Collateral for the Obligations. Obligor agrees that each such holder of a participation may exercise any and all rights of banker’s lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Obligor were directly indebted to such holder in the amount of such participation.
Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Debtors and the Lender and their respective successors and assigns, and except as otherwise provided in the Facility Documents, no Debtor may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender. Without limiting the generality of the foregoing, the Lender may assign or transfer all or any portion of its rights and obligations under any Facility Document, under the terms of this Agreement to the extent provided in and subject to the terms of the Credit Agreement, to any other Person, and such other Person shall thereupon become vested with all of the rights and obligations in respect thereof granted to the Lender herein. Without limiting the generality of the foregoing, the Debtors hereby acknowledge that the Lender may sell, grant or assign participation interest(s) in the Note and in the Lender's rights and obligations in respect of the Facility Documents, including, without limitation, this Agreement, on the terms and conditions set forth in the Credit Agreement. In the event that the Lender shall sell, grant or assign such participation interest(s), subject to the provisions of the Credit Agreement (a) the Lender may, in its sole discretion, disclose financial and other information to prospective participant(s) with respect to the Debtors, (b) the Debtors shall cooperate with the Lender in connection with any such participation and shall execute any and all documents which may be necessary or desirable, in the Lender's or such participant's judgment, to effectuate any such participation(s), and (c) each representation and agreement made by the Debtors in this Agreement and the other Facility Documents to which it is a party shall run to the benefit of such participant(s).
Assignment; Participations. Borrower shall not assign its rights or obligations hereunder without Lender's consent. Lender may assign or sell participations in all or any portion of its interest in the Loan or under the Loan Documents to any Person. Lender may disclose to any actual or potential assignee or participant any information that Borrower has delivered to Lender in connection with the Loan Documents; and Borrower shall cooperate fully with Lender in providing that information. If Lender assigns or sells a participation in the Loan or the Loan Documents, the purchaser will have the right of set-off against Borrower.
Assignment; Participations. (a) BNY may assign any or all of the Obligations and may transfer therewith any or all of the Collateral therefor in accordance with the provisions of the Affiliate Loan Agreements and the transferee shall have the same rights with respect thereto as had BNY. Upon such transfer, BNY shall be released from all responsibility for the Collateral so transferred.
(b) BNY may from time to time sell or otherwise grant participations in any of the Obligations in accordance with the provisions of the Affiliate Loan Agreements and the holder of any such participation shall, subject to the terms of any agreement between BNY and such holder, be entitled to the same benefits with respect to any Collateral for the Obligations in which such holder is a participant as BNY. Obligor agrees that each such holder may exercise any and all rights of banker's lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Obligor were directly indebted to such holder in the amount of such participation.
Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Bank and their respective succes sors and assigns, except that no Borrower may assign or transfer its rights or obligations hereunder. The Bank may assign, or sell participations in, all or any part of any Revolving Loan to another bank or other entity, in which event (a) in the case of an assignment, upon notice thereof by the Bank to the Borrowers, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits 40 39 and obligations as it would have if it were the Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents. The agreement executed by the Bank in favor of the participant shall not give the participant the right to require the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Bank. The Bank may furnish any information concerning the Borrowers in the possession of the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information.
Assignment; Participations. (a) Secured Party and/or any Lender may assign its interest in any or all of the Obligations and may transfer therewith any or all of the Collateral therefor in accordance with the provisions of the Credit Agreement and the transferee shall have the same rights with respect thereto as had the transferor, whether the Secured Party or a Lender, as the case may be. Upon such transfer, Secured Party or a Lender, as the case may be, shall be released from all responsibility for the Collateral so transferred.
(b) Any Lender may from time to time sell or otherwise grant participations in any of the Obligations in accordance with the provisions of the Credit Agreement and the holder of any such participation shall, subject to the terms of any agreement between such Lender and such holder, be entitled to the same benefits with respect to any Collateral for the Obligations in which such holder is a participant as such Lender. Obligor agrees that each such holder may exercise any and all rights of banker's lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Obligor were directly indebted to such holder in the amount of such participation.
Assignment; Participations. Lender may not assign any or all of the Obligations or transfer therewith any or all of the Collateral therefor without the prior written consent of the Obligor, which consent shall not be unreasonably withheld. Upon such transfer, Lender shall be released from all responsibility for the Collateral so transferred. The Obligor may not assign or transfer any of its rights or obligations under this Security Agreement without the prior written consent of the Lender, which consent shall not be unreasonably withheld.