ASSIGNMENTS AND TRANSFERS BY BANKS Clause Samples
The "Assignments and Transfers by Banks" clause defines the conditions under which a bank may assign or transfer its rights and obligations under an agreement to another party. Typically, this clause outlines whether the bank needs the consent of the borrower or other parties before making such a transfer, and may specify any exceptions or procedures for notification. Its core practical function is to provide clarity and predictability regarding changes in the parties to the agreement, ensuring that all stakeholders understand how and when a bank can transfer its interests, thereby managing the risk of unexpected changes in contractual relationships.
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ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may at any time (and at its own cost) assign or transfer all or any of its rights and benefits hereunder.
ASSIGNMENTS AND TRANSFERS BY BANKS. 34.1 Any Bank may at any time assign all or any of its rights and benefits under the Facility Documents or assign and transfer in accordance with Clause 34.3 all or any of its rights, benefits and obligations to any Qualifying Bank with (subject to Clause 34.7) the prior written consent of the Borrower (such consent not to be unreasonably withheld).
34.2 If any Bank assigns all or any of its rights and benefits under the Facility Documents in accordance with Clause 34.1 (but otherwise than in accordance with Clause 34.3), then, unless and until the assignee has agreed with the Agent and the other Banks 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 or thereto as a Bank, the other Beneficiaries shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party thereto.
34.3 If any Bank wishes to assign and transfer all or any of its rights and benefits under any of the Facility Documents as contemplated in Clause 34.1, then such assignment and transfer may (subject to the proviso to Clause 34.1) be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fourth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of execution of such Transfer Certificate by the Agent:
(i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer any of its obligations hereunder and/or under or in respect of the other Facility Documents, the Borrower, IFCO Europe and such Bank shall be released from further obligations towards one another hereunder and/or under or in respect of the other Facility Documents to such extent and their respective rights against one another shall to that extent be cancelled (such rights, benefits and obligations being referred to in this Clause as "discharged rights and obligations");
(ii) to the extent that in such Transfer Certificate the Bank party thereto seeks to assign any of its rights and benefits hereunder and/or under or in respect of the other Facility Documents, they shall be so assigned and each of the Borrower and IFCO Europe agrees (subject to, in relation to the proposed transfer of the benefit of the Senior Subordinated Security Doc...
ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents in accordance with Clause 38.4 (Assignments by Banks) or transfer in accordance with Clause 38.5 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution provided that:
(a) in relation to the Tranche A Facility:
(i) such assignment or transfer will be in a minimum amount of EUR500,000;
(ii) such assignment or transfer will not, as a consequence of laws or regulations in force at that time, result in any amount being required to be prepaid under Clause 20 (Illegality); and
(iii) the proposed assignee(s) or transferee(s) would not be entitled to receive any greater payment under Clause 17 (Taxes) or Clause 19 (Increased Costs) than the assigning or transferring Bank would have been entitled to receive as of such date under such Clauses with respect to the rights, benefits and/or obligations assigned or transferred (unless such assigning or transferring Bank has in respect of the rights and benefits to be assigned or rights, benefits and obligations to be transferred previously complied with a request made pursuant to Clause 21 (Mitigation); and
(b) in relation to the Tranche B Facility:
(i) such Bank shall comply with any transfer or substitution requirements applicable to a Performance Bond;
(ii) no such assignment or transfer may be made without the consent of the Beneficiary; and
(iii) such assignment or transfer will be a pro rata assignment or transfer of each Performance Bond issued by such Tranche B Bank and will be in a minimum amount of EUR3,000,000, and no Obligor shall be obliged to pay any amount hereunder which it would not have been obliged to pay as a result of any assignment or transfer by any Bank which does not comply with the requirements of this Clause 38.3.
ASSIGNMENTS AND TRANSFERS BY BANKS. 33.1 Any Bank may, at any time, assign at its sole cost and expense all or any of its rights and benefits hereunder or transfer in accordance with Clause 33.3 all or any of its rights, benefits and obligations subject to the Principal Sponsor's consent, such consent not to be unreasonably withheld where the proposed assignee or transferee is (i) acting through an office or branch in the United Kingdom and is carrying on a bona fide banking business for the purposes of Section 349 of the Income and Corporation Taxes Act ▇▇▇▇, ▇▇ (ii) another bank or financial institution to whom, at the time of such assignment or transfer payments may be made without deduction or withholding on account of United Kingdom taxes.
33.2 If any Bank assigns all or any of its rights and benefits hereunder in accordance with Clause 33.1, then, unless and until the assignee has agreed with the Agent and the other Banks 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 Bank, the Agent and the other Banks shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such a party hereto.
33.3 If any Bank wishes to transfer all or any of its rights, benefits and/or obligations hereunder as contemplated in Clause 33.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth business day after (or such earlier business day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent:
(i) to the extent that in such Transfer Certificate the Bank party thereto seeks to transfer its rights, benefits and obligations hereunder, the Borrower and such Bank shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights, benefits and obligations being referred to in this Clause 33.3 as "DISCHARGED RIGHTS AND OBLIGATIONS");
(iii) the Agent, such Transferee and the other Banks shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party hereto as a Bank with the rights, benefits and/or obligations acquired ...
ASSIGNMENTS AND TRANSFERS BY BANKS. Subject to obtaining the prior written consent of the Account Party (such consent not to be unreasonably withheld or delayed), any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 26.5 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution, provided that:
26.3.1 no such assignment or transfer of the whole or any part of the Commitment may be made unless it is to an Approved Credit Institution; and
26.3.2 the Account Party's consent is not required if such assignment or transfer is:
(a) to any subsidiary or holding company, or to any subsidiary of any holding company, of such Bank; or
(b) to any other Bank.
ASSIGNMENTS AND TRANSFERS BY BANKS. Subject to Clause 29.8 (Conditions of assignment or transfer) and obtaining the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed), any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 29.7 (Transfers by Banks) all or any of its rights, benefits and obligations under the Finance Documents to a 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, provided that:
29.5.1 the Borrower’s consent is not required if such assignment or transfer is:
(a) to any subsidiary, holding company or Affiliate of such Bank; or
(b) to any other Bank;
29.5.2 no assignment shall be effective until the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a new Bank has been completed. The Agent shall promptly notify the Banks and the new Bank of the completion of such “know your customer” checks; and
29.5.3 the Agent shall only be obliged to execute a Transfer Certificate delivered to it by any Bank and a Transferee once it is satisfied it has complied with all necessary “know your customer” or similar other checks under all applicable laws and regulations in relation to the transfer to such Transferee.
ASSIGNMENTS AND TRANSFERS BY BANKS. 32.3.1 Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 32.5 (TRANSFERS BY BANKS) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution.
32.3.2 The consent of USPE is required for an assignment or transfer by a Bank unless the assignment or transfer is:
(a) to another Bank; or
(b) to any subsidiary or holding company (or to any subsidiary of any holding company) of the transferring Bank if such subsidiary or holding company is a Qualifying Bank; or
(c) made in connection with syndication of the Facilities.
32.3.3 USPE's consent must not be unreasonably withheld.
32.3.4 USPE may withhold its consent if an assignment or transfer would result in an Obligor being liable to pay an additional amount pursuant to Clause 11 (TAXES) or Clause 13 (INCREASED COSTS).
ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may, at any time, assign all or any of its rights and benefits hereunder or transfer in accordance with Section 11.05 all or any of its rights, benefits and obligations hereunder subject in either case to the consent of the Company such consent not to be unreasonably withheld which consent shall be deemed to have been given if no objection is made by the Company to any proposed assignment or transfer within 10 Business Days of the Company having notice thereof.
ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 29.5 (TRANSFERS BY BANKS) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution, PROVIDED THAT (save in the case of any such assignment or transfer (a) to any subsidiary or holding company, or to any subsidiary of any holding company, of such Bank or (b) to any other Bank or (c) if an Event of Default is
ASSIGNMENTS AND TRANSFERS BY BANKS. Any Bank may at any time (and at its own cost) assign to any bank or financial institution all or any of its rights and benefits hereunder or transfer to any bank or financial institution in accordance with Clause 26.5 (Transfers by Banks) all or any of its rights, benefits and obligations hereunder Provided that:
(i) (save in the case of an assignment or transfer to any subsidiary or holding company, or to any subsidiary of any holding company, of such Bank or to another Bank) no such assignment or transfer may be made without the prior written approval of the Borrower, such approval not to be unreasonably withheld or delayed;
(ii) no Bank shall be entitled to effect any such assignment or transfer (otherwise than with the prior written approval of the Obligors) if as a result thereof (and as at the date thereof) an Obligor would be obliged to make a payment to the assignee or transferee which it would not have been obliged to make to such Bank or which is greater than the payment it would have been obliged to make to the assignor or transferor;
(iii) no Bank party hereto as at the Original Facility Date shall be entitled to assign or transfer any of its rights and benefits hereunder to more than one other bank or financial institution.