Binding Effect; Participations Clause Samples
The "Binding Effect; Participations" clause establishes that the terms of the agreement are legally binding on all parties and their successors, assigns, or participants. In practice, this means that if a party transfers its rights or obligations under the agreement—such as through assignment or participation in a loan—those new parties are equally bound by the agreement's terms. This clause ensures continuity and enforceability of the contract, preventing parties from evading their responsibilities through transfers and providing certainty to all involved about who is obligated under the agreement.
Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08 and in Section 3.5(l) of the Intercreditor Agreement) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder (including, without limitation, funded participations and participations in rights to receive interest payments hereunder) and under the other Operative Agreements to such Persons (other than United and its Affiliates) as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such granting of participations by the Liquidity Provider, however, will relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider’s source of funds may derive in part from its participants. Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve, capital adequacy and liquidity coverage requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03 and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants that are banks (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the participant, had held the interest participated).
(b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a “Transferee”), then, concurrently with the effectiveness of such participation, the Transferee shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the ...
Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.
Binding Effect; Participations. All covenants, representations, warranties and other stipulations in this Agreement and other documents referred to herein, given by or on behalf of any of the parties hereto, shall bind and inure to the benefit of the respective successors, heirs, personal representatives and assigns of the parties hereto, except that each of the Borrowers and the other Loan Parties may not assign or transfer any of its respective rights or obligations under this Agreement or any of the other Loan Documents without the prior written consent of the Lenders.
Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.8) nor the Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the other party, subject to the requirement of Section 7.8(b). The Liquidity Provider may grant participations herein or in any of its rights or security hereunder and under the other Operative Agreements to such Persons as the Liquidity Provider may in its sole discretion select, subject to the requirement of Section 7.8(b). No such granting of participations by the Liquidity Provider, however, will relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants. Accordingly,
Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity
Binding Effect; Participations. All covenants, representations, warranties and other stipulations in this Agreement and other documents referred to herein, given by or on behalf of any of the parties hereto, shall bind and inure to the benefit of the respective successors, heirs, personal representatives and assigns of the parties hereto, except that the Company may not assign or transfer any of its rights or obligations under this Agreement or any of the other Transaction Documents without the prior written consent of the Purchaser. This Agreement, the Note and any of the other Transaction Documents may be endorsed, assigned and transferred in whole or part by the Purchaser. The Purchaser may grant participations in the Note, this Agreement and the other Transaction Documents (or any portion thereof). The Purchaser shall notify the Company in writing of any such endorsement, assignment or transfer by the Purchaser. In the event of any such grant of a participation in the Note, all references in this Agreement requiring the consent waiver or amendment of the Purchaser shall instead require an action by the Required Purchasers.
Binding Effect; Participations. All covenants, representations, warranties and other stipulations in this Agreement and other documents referred to herein, given by or on behalf of any of the parties hereto, shall bind and inure to the benefit of the respective successors, heirs, personal representatives and assigns of the parties hereto, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement or any of the other Bridge Loan Documents without the prior written consent of the Lenders. This Agreement, the Bridge Notes, and any of the other Bridge Loan Documents may be endorsed, assigned and transferred in whole or part by the Lenders to any other Person; PROVIDED that (a) any transfer of the Warrant shall be subject to the limitations set forth therein, (b) unless an Event of Default has occurred and is continuing, the Borrower shall have the right to approve any assignment of a Bridge Note to a new Lender (such approval not to be unreasonably withheld or delayed), (c) unless an Event of Default has occurred and is continuing, the Lenders shall use commercially reasonable efforts to limit the aggregate amount of Lenders to six (6) (excluding Affiliates of Lenders for purposes of this calculation) and (d) any such assignee agrees in writing to be bound by the provisions of this Agreement. The Lenders may grant participations in the Bridge Notes, this Agreement and the other Bridge Loan Documents (or any portion thereof). The Lenders shall notify the Borrower and the Agent in writing of any such endorsement, assignment or transfer by the Lenders.
Binding Effect; Participations. (a) EEThis Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.
Binding Effect; Participations. (a) This ------------------------------ Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section -------
Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and the Initial Liquidity Facility Provider and their respective successors and permitted assigns, except that neither the Administrative Agent, the Initial Liquidity Facility Provider (except as otherwise provided in this Section 7.09) nor (except as contemplated by the Security Trust Agreement) the Borrower shall have the right to assign, pledge or otherwise transfer its rights or obligations hereunder or any interest herein, subject to (i) the Initial Liquidity Facility Provider’s right to assign all of its rights and obligations hereunder pursuant to an assignment agreement that constitutes a Replacement Liquidity Facility and satisfies all of the conditions for a Replacement Liquidity Facility set forth herein and in the Indenture to a Person that qualifies as an Eligible Provider (with written notification of such assignment to the Rating Agencies)and (ii) the Initial Liquidity Facility Provider’s right to grant Participations pursuant to Section 7.09(b). Following any assignment in accordance with the provisions hereof and Section 3.14 of the Indenture, the assignee Initial Liquidity Facility Provider shall be deemed to be the “Initial Liquidity Facility Provider” for all purposes of the Related Documents.