Assignments and transfers by the Lender. (a) The Lender may at any time (whether in whole or in part): (i) assign any of its rights; or (ii) transfer by novation any of its rights and obligations, under this Agreement and/or under any other Finance Document to any Affiliate or another branch of the Lender or any other bank or financial institution or a trust, fund, investor 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. (b) The consent of the Obligors is required for a transfer or assignment by the Lender under the Finance Documents, unless the assignment or transfer is (i) to an Affiliate or another branch of the Lender or (ii) made at any time on or after the occurrence of a Default. (c) The consent of the Obligors to a transfer or assignment must not be unreasonably withheld or delayed. The Obligors will be deemed to have given their consent five Business Days after the Lender has requested it unless consent is expressly refused by an Obligor within that time. (d) Each Obligor shall promptly do all such acts or execute all such documents (including any agreements, notices or acknowledgements) as the Lender may reasonably specify (and in such form as the Lender may reasonably require) to facilitate transfer by the Lender of its rights and/or obligations under this Agreement, including by way of novation. (e) If the Lender assigns any of its rights, benefits and obligations hereunder all references in this Agreement to the Lender shall be construed as a reference to the Lender and its assignee or assignees to the extent of their respective interests.
Appears in 2 contracts
Sources: Uncommitted Borrowing Base Facility Agreement (Hafnia LTD), Uncommitted Borrowing Base Facility Agreement (Hafnia LTD)
Assignments and transfers by the Lender. (a) The Lender may (the Existing Lender) may, subject to the following provisions of this Clause 23, at any time assign or transfer (whether including by way of novation) in whole or but not in part):
(i) assign any of its rights; or
(ii) transfer by novation any of part its rights and obligations, obligations under this Agreement and/or under any other Finance Document to any Affiliate or another branch of the Lender or any other bank or bank, financial institution or a trust, fund, investor 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 assetsassets (the New Lender).
(b) The Existing Lender must first obtain the consent of the Obligors is required for Company (such consent not to be unreasonably withheld or delayed and which shall be deemed to have been given if, after five Business Days following receipt of notice, the Company has not refused its consent) before it may make a transfer or assignment by the Lender under the Finance Documents, unless the assignment or transfer is unless:
(i) the New Lender to whom the transfer or assignment is proposed to be made is an Affiliate or another branch of the Lender or Existing Lender; or
(ii) the transfer or assignment is made at any a time on or after the occurrence when an Event of a DefaultDefault has occurred and is continuing.
(c) The consent An assignment of the Obligors to rights or a transfer or assignment must not be unreasonably withheld or delayed. The Obligors of rights and obligations will be deemed effective only if either:
(i) the obligations are novated in accordance with the following provisions of this Clause 23; or
(ii) the New Lender confirms to have given their consent five Business Days after the Company that it is bound by the terms of this Agreement as a Lender. On the assignment or transfer becoming effective in this manner the Existing Lender has requested it unless consent is expressly refused by an Obligor within will be released from its rights and obligations under this Agreement to the extent that timethey are assigned or transferred to the New Lender.
(d) Each Obligor shall promptly do all such acts or execute all such documents (including any agreements, notices or acknowledgements) as the Lender may reasonably specify (and in such form as the Lender may reasonably require) to facilitate transfer by the Lender of its rights and/or obligations under this Agreement, including by way of novation.
(e) If the Lender assigns any of its rights, benefits and obligations hereunder all references Any reference in this Agreement to the a Lender shall includes a New Lender but excludes a Lender if no amount is or may be construed as a reference owed to the Lender or by it under this Agreement and its assignee Commitment has been cancelled or assignees reduced to the extent of their respective interestsnil.
Appears in 1 contract
Assignments and transfers by the Lender. (a) The Lender may at any time (whether in whole assign or in part):
(i) assign any of its rights; or
(ii) transfer by novation all or any of its rights and obligationsbenefits under the Loan Documents to another bank or financial institution; provided, under this Agreement and/or under however, that any other Finance Document such assignment or transfer to any Affiliate or another branch of the Lender or any other such bank or financial institution which, as at the effective date of such assignment or transfer would be entitled to make a trustclaim for payment of any amount under Clause 4.5 in the event that a payment under this Agreement had been made to such bank or financial institution on such effective date shall not be made without the prior written consent of the Borrower. The Lender may at any time sell any participation or similar interest in its Commitment or the Loans and each Obligor hereby acknowledges and agrees that in connection with any such sale, fundthe seller of any such participation shall be entitled to claim under the provisions of Clause 4.2, investor or other entity 4.3, 4.4, 4.5, 12.3 and 12.4 on behalf of the purchaser of any such participation as if such purchaser was named as the Lender in such provisions (but in no event shall such seller be entitled to claim any amount on behalf of any such purchaser under any such provision which is regularly engaged in excess of the amount which such seller would then be entitled to claim under such provision in respect of the portion of its Commitment or established the Loans so participated); provided, however, that:
(a) for the purpose avoidance of makingdoubt, purchasing the sale by the Lender of any such participation or investing in loans, securities or other financial assets.similar interest shall not relieve the Lender of any of its obligations hereunder; and
(b) The consent of the Obligors is shall be required for to deal only with the Lender and not with any purchaser of a participation from the Lender. In connection with any assignment, transfer or assignment sale of a participation or similar interest by the Lender under the Finance Documents, unless the assignment or transfer is (i) to an Affiliate or another branch of as contemplated by this Clause the Lender may, subject to Clause 12.12, supply to the relevant assignee, transferee or (ii) made at any time on or after purchaser such information in its possession with respect to the occurrence of a Default.
(c) The consent of Loans and Commitment and the Obligors to a transfer or assignment must not be unreasonably withheld or delayed. The Obligors will be deemed to have given their consent five Business Days after the Lender has requested it unless consent is expressly refused by an Obligor within that time.
(d) Each Obligor shall promptly do all such acts or execute all such documents (including any agreements, notices or acknowledgements) Loan Documents as the Lender may reasonably specify (and in such form as the Lender may reasonably require) to facilitate transfer by the Lender of its rights and/or obligations under this Agreement, including by way of novationshall deem appropriate.
(e) If the Lender assigns any of its rights, benefits and obligations hereunder all references in this Agreement to the Lender shall be construed as a reference to the Lender and its assignee or assignees to the extent of their respective interests.
Appears in 1 contract
Sources: Term Loan Facility Agreement (Bema Gold Corp /Can/)