Assignments and Transfers by a Lender Clause Samples

Assignments and Transfers by a Lender. (a) With the prior written consent of the Administrative Agent and Celestica, such consent not to be unreasonably withheld or delayed, any Lender may, at any time, assign all or any of its rights and benefits hereunder or transfer in accordance with Section 13.11(b) all or any of its rights, benefits and obligations hereunder; provided that in the event that such assignment would give rise to a claim for increased costs pursuant to Article 5, it shall not be unreasonable for Celestica to withhold its consent to such assignment. Any assignment or transfer shall be with respect to a minimum Commitment of U.S.$ 10,000,000 and integral multiples of U.S.$ 1,000,000 in excess thereof. A lesser amount may be assigned or transferred by any Lender if such amount represents the remaining balance of such Lender’s Commitment. Notwithstanding the foregoing, the consent of the Administrative Agent and Celestica is not required in connection with the assignment or transfer of all or any of the rights, benefits and obligations hereunder (i) to any Subsidiary or Affiliate of a Lender or to any other Lender hereunder provided that notice is given to the Administrative Agent and Celestica, and provided that, in either case, any such assignment or transfer does not give rise to a claim for increased costs pursuant to Article 5 or any obligation on the part of an Obligor to deduct or withhold any Taxes from or in respect of any sum payable hereunder to the Administrative Agent or the Lenders, in either case, in excess of what would have been the case without such assignment, or such assignee waives the rights to any benefits under Section 5.5; or (ii) to any Person if an Event of Default has occurred and is continuing. (b) If any Lender assigns all or any of its rights and benefits hereunder in accordance with Section l3.11(a), then, unless and until the assignee has agreed with the Administrative Agent and the other Lenders (in a Transfer Notice or otherwise) that it shall be under the same obligations towards each of them as it would have been under if it had been an original party hereto as a Lender, none of the Administrative Agent or any of the other Lenders or the Borrowers shall be obliged to recognize such assignee as having the rights against each of them which it would have had if it had been such a party hereto. (c) If any Lender wishes to assign all or any of its rights, benefits and/or obligations hereunder as contemplated in Section l3.11(a), then such transfer m...
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Assignments and Transfers by a Lender. (a) Subject to Section 14.4, any Lender may, at its cost, assign or transfer: (i) to an affiliate of such Lender at any time; and (ii) with: (A) the consent of the Canadian Agent with respect to a Canadian Lender and the U.S. Agent with respect to a U.S. Lender (which consents shall not be unreasonably withheld or delayed); and (B) (unless there exists an Event of Default) the consent of the Canadian Borrower (which shall not be unreasonably withheld or delayed) and upon such terms and conditions as such Lender shall determine, all or any portion of its rights, benefits and/or obligations hereunder in relation to a portion of such Lender’s Commitment of not less than, with respect to the Canadian Facilities, Cdn.$1,000,000 and with respect to the U.S. Facilities, U.S. $2,500,000, to an assignee or a transferee which in the case of assignments by a Canadian Lender is a resident in Canada (a “Canadian Assignee”) and in the case of assignments by a U.S. Lender, is a Person which can comply with the provisions of Section 7.9(a) of this Agreement and provides evidence thereof satisfactory to the U.S. Borrowers acting reasonably and is in the business of making loans (a “U.S. Assignee”); provided that in the case of an assignment or transfer by a Canadian Lender there is a corresponding assignment or transfer by the related U.S. Lender (which may, in certain circumstances be the same institution) to a U.S. Assignee related to the Canadian Assignee (which may in certain circumstances be the same institution) of an amount which bears the same proportion to the related U.S. Lender’s Commitment as the amount assigned or transferred by the Canadian Lender bears to the Canadian Lender’s Commitment, and vice versa in the case of an assignment or transfer by a U.S. Lender. (b) Where obligations of any Lender are so assigned or transferred, the assignee or transferee shall confirm in writing to the Borrowers and the Canadian Agent and the U.S. Agent, as the case may be, prior to such assignment or transfer taking effect, that it shall be bound towards the Borrowers and the Agents by the terms hereof relating to such obligations. On the assignment and transfer being made and such written confirmation, as aforesaid, being delivered to the Borrowers and such Agent, such Lender shall be relieved of its obligations to the extent of such assignment or transfer thereof and such assignee or transferee shall become a Lender for all purposes of this Agreement and the related docum...
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Assignments and Transfers by a Lender. Subject to the terms and conditions in this Section 19 (Transfers and Participation), the Lender may:
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Assignments and Transfers by a Lender. (a) Any Lender may, at its ------------------------------------- own cost, without requiring any consent, assign or transfer to another Lender or an affiliate of a Lender, and otherwise with the consent of the Agent and, if such assignee of any Obligations under or in connection with the Canadian Revolving Credit Facility is a non-resident of Canada, the Canadian Borrower and, if such assignee of any Obligations under or in connection with the U.K. Revolving Credit Facility is not a resident of the United Kingdom, the U.K. Borrower (which shall not in any case be unreasonably withheld or delayed) to any other Person who carries on a business of making loans or providing financing all or a rateable portion of all of its rights, benefits and obligations hereunder, provided that no assignee or transferee shall be entitled to receive pursuant to the Loan Documents more than the amounts which would otherwise have been payable by a Borrower to such Lender, had such assignment or transfer not have been made, in respect of the rights, benefits and obligations so assigned or transferred. No assignment (other than an assignment of all of the assigning Lender's rights, benefits and obligations hereunder) shall be for aggregate (amongst that Lender and its affiliates) Commitment amounts less than $25,000,000. Any Lender requesting a Borrower's consent to a transfer or assignment shall provide the Agent and such Borrower with all reasonable information regarding the proposed transferee or assignee as such Borrower or Agent requests. No Borrower shall be required to pay any amounts to an assignee in excess of amounts that it would have been required to pay had no such assignment been made. (b) Where obligations of a Lender are so assigned or transferred, the assignee or transferee shall confirm in writing to the applicable Borrower obligated in respect of the Obligations so assigned or transferred, prior to such assignment or transfer taking effect, that it shall be bound towards such Borrower by the terms hereof relating to such obligations. On the assignment and transfer being made and such written confirmation being delivered to such Borrower, the Lender making an assignment or transfer shall be relieved of its obligations to the extent of such assignment or transfer thereof.
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Assignments and Transfers by a Lender. Subject to the terms and conditions in this Section 19 (Transfer and Participation), a Lender may: (a) assign a portion of its rights under the Finance Documents; or (b) transfer by novation a portion of its rights and obligations under the Finance Documents (any such assignment, transfer or novation, a “Lender Transfer”), to any one or more banks or financial institutions (a “Transferee Lender”); provided that: (i) the Lender provides thirty (30) Business Days' prior written notice to the Borrower; (ii) the Lender Transfer is not made to any of the competitors in the same industry of the Borrower listed in Schedule 7 (List of Competitors), or any of their respective Affiliates; (iii) except for a mandatory transfer pursuant to Section 19.2 (Mandatory Transfer) or as otherwise agreed herein, the aggregate amount of the Commitment of any Lender that is transferred shall not exceed sixty percent (60%) of its original Commitment (unless such Lender is expressly required under applicable Law to transfer more than sixty percent (60%) of its original Commitment); and (iv) all documentation to be entered into by the Lender, any new lenders and/or the Borrower in connection with the Lender Transfer (including any amendment and/or restatement of any Finance Document or any separate loan documentation) shall be in form and substance satisfactory to the Borrower in its sole discretion. The Borrower agrees to consent to a Lender Transfer if such transfer does not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any Facility.
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Assignments and Transfers by a Lender. (a) With the prior written consent of the Administrative Agent and Celestica, such consent not to be unreasonably withheld or delayed, any Lender may, at any time, assign all or any of its rights and benefits hereunder or transfer in accordance with
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Assignments and Transfers by a Lender. Any Lender may, at its own cost, without requiring any consent, assign or transfer to another Lender or an affiliate of a Lender, and otherwise with the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) to any other Person all or a ratable portion of all of its rights, benefits and obligations hereunder, provided that no assignee or transferee shall be entitled to receive pursuant to the Finance Documents more than the amounts which would otherwise have been payable by the Parent or the Company to such Lender, had such assignment or transfer not have been made, in respect of the rights, benefits and obligations so assigned or transferred. Any Lender requesting the Administrative Agent's consent to a transfer or assignment shall provide the Administrative Agent with all reasonable information regarding the proposed transferee or assignee as the Administrative Agent requests. Upon the assignment and transfer being made and such written confirmation being delivered to the Company, the Lender making an assignment or transfer shall be relieved of its obligations to the extent of such assignment or transfer thereof.
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Related to Assignments and Transfers by a Lender

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Assignments and transfers by the Lenders Subject to this Clause 23, a Lender (the “Existing Lender”) may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

  • Assignments and Transfers 18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that Freedom is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations. Notwithstanding anything to the contrary in this Section, Freedom shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) Freedom pays all bills, past due and current, under this Agreement, or (2) Freedom’s assignee expressly assumes liability for payment of such bills. 18.2 In the event that Freedom desires to transfer any services hereunder to another provider of Telecommunications Service, or Freedom desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • Assignment and Transfers Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Stock Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Stock Units by notice to the Participant, and the Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.