Changes to Parties Clause Samples
The "Changes to Parties" clause defines the conditions and procedures under which the parties to an agreement may be altered, such as through assignment, novation, or substitution. Typically, this clause outlines whether a party can transfer its rights or obligations to another entity, and may require prior written consent from the other party before any such change is effective. Its core function is to ensure that all parties are aware of and agree to any modifications in the contractual relationship, thereby preventing unauthorized or unexpected changes that could affect the performance or enforcement of the agreement.
POPULAR SAMPLE Copied 3 times
Changes to Parties. The Borrower may not assign or transfer any of its rights or obligations under this Contract without the prior written consent of the Bank. The Bank may assign all or part of its rights and benefits or transfer (by way of novation, sub-participation or otherwise) all or part of its rights, benefits and obligations under this Contract.
Changes to Parties. 25. CHANGES TO THE LENDERS
25.1 Assignments and transfers by the Lenders
(a) Subject to this Clause 25, a Lender (the “Existing Lender”) may:
(i) assign any of its rights; or
(ii) transfer by novation any of its rights and obligations, to another bank or financial institution (the “New Lender”) provided that the New Lender is a Qualifying Lender, as defined in paragraph (a) Clause 15.1 (Definitions).
(b) Any assignment or transfer by a Lender of its Commitment under this Clause 25 must be in a minimum amount of €5,000,000.
25.2 Conditions of assignment or transfer
(a) The consent of the Company (acting reasonably) is required for an assignment or transfer by a Lender, unless the assignment or transfer is (a) to another Lender or an Affiliate of a Lender; or (b) made at a time when an Event of Default is continuing.
(b) The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent fifteen Business Days after the Lender has requested it unless consent is expressly refused by the Company (acting reasonably) within that time.
(c) The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost.
(d) An assignment will only be effective on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(e) A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with. If the Existing Lender’s Facility Commitment exceeds its Swingline Commitment the Existing Lender may transfer or assign its Facility Commitment without transferring or assigning its Swingline Commitment until its Facility Commitment is equal to its Swingline Commitment. Thereafter a transfer or assignment by that Existing Lender to a New Lender of its Commitment shall only be effective if it transfers or assigns its share of each Facility pro rata.
(f) 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 Lender, the completion of which the Agent shall promptly notify to the Lender and the New Lender.
(g) If:
(i) a Lender assigns or tr...
Changes to Parties. CHANGES TO THE LENDERS
Changes to Parties. On and from the Effective Date the Northern Territory:
(a) becomes a Party to the Original Agreement; and
(b) is bound by the terms of the Original Agreement in all respects as if the Northern Territory had been named as a Party to the Original Agreement.
Changes to Parties. The Sellers may not assign or transfer any or all of their rights or obligations under this Agreement.
Changes to Parties. Each Chargor authorises and agrees to changes to parties under clause 25 (Changes to Parties) of the Interim Facilities Agreement and authorises the Interim Security Agent to executed on its behalf any document required to effect the necessary transfer of rights or obligations contemplated by those provisions.
Changes to Parties. All the rights, privileges, powers, discretions and authorities of the Beneficiaries hereunder will benefit their respective successors and permitted assignees and all terms, conditions, representations and warranties and undertakings of the Pledgor hereunder shall oblige its respective successors and assignees in the same manner, it being agreed and understood that:
(a) the Pledgor shall not assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except as otherwise permitted by the Finance Documents, and
(b) the Beneficiaries and the Security Agent shall be entitled to assign, transfer, novate or dispose of any of, or any interest in, their rights and/or obligations hereunder to any successor in accordance with the relevant provisions of the Finance Documents. The provisions of this Agreement and the rights arising therefrom shall remain in full force and effect and benefit to any successors, permitted transferees or permitted assignees of a Beneficiary, without any specific notice, registration or reiteration, in the event of, inter alios, of any sale, merger, demerger, spin-off or assets contribution which a Beneficiary may decide to effect. It is expressly agreed that an asset contribution or a partial merger within the meanings of Articles L. 236-1 et sequitur of the French Commercial Code (Code de Commerce) shall be deemed to be a transfer for the purpose of the present provision.
Changes to Parties. 25. Changes to the Finance Parties 98 26. Changes to the Obligors 106
Changes to Parties. 40 CLAUSE 11................................................................ 44
Changes to Parties. All the rights, privileges, powers, discretions and authorities of the Beneficiaries hereunder will benefit their respective successors and permitted assignees and all terms, conditions, representations and warranties and undertakings of the Pledgor hereunder shall oblige its respective successors and assignees in the same manner, it being agreed and understood that:
(a) the Pledgor shall not assign, transfer or dispose of any of its rights and obligations under this Agreement except as otherwise permitted under the Finance Documents, and
(b) the Beneficiaries shall be entitled to assign, transfer or dispose of any of their rights and obligations hereunder to any person in accordance with the relevant provisions of the Finance Documents. The provisions of this Agreement and the rights arising therefrom shall remain in full force and effect and benefit to any successors, permitted transferees or permitted assignees of a Beneficiary, without any specific notice, registration or reiteration, in the event of, inter alios, of any sale, merger, demerger, spin-off or assets contribution in accordance with Article L. 236-1 et seq. of the French Commercial Code (Code de commerce) which a Beneficiary may decide to effect. It is expressly agreed that an asset contribution or a partial merger within the meanings of Articles L.236-1 et sequitur of the French Commercial Code shall be deemed to be a transfer for the purpose of the present provision.