Closing Date Assignments Clause Samples
The Closing Date Assignments clause establishes the rules and procedures for assigning rights or obligations related to a transaction as of the closing date. Typically, this clause outlines how certain contracts, leases, or other interests are formally transferred from the seller to the buyer at the time of closing, often requiring the consent of third parties or the fulfillment of specific conditions. Its core function is to ensure that all necessary assignments are completed in a timely and organized manner, thereby facilitating a smooth transfer of assets and minimizing post-closing disputes.
Closing Date Assignments. (a) On the date hereof, (i) Falcon hereby assigns to Victory Receivables Corporation, $100,000,000 of its Purchase Limit and (ii) JPMC hereby assigns to Union Bank, N.A., $100,000,000 of its Commitment, such that after giving effect to such assignments, each of the Purchasers party hereto on the date hereof have the respective amounts of the Conduit Purchase Limit or Commitment, as applicable, as set forth on Schedule A hereto. All accrued fees due to Falcon and JPMC through the date hereof shall be paid to the Administrative Agent for the benefit of Falcon and JPMC by the Seller on the Settlement Date in December of 2010.
(b) Each of Falcon, JPMC and each New Purchaser hereby confirms to and agrees with each other, the Administrative Agent and each Managing Agent hereto as follows: (i) other than the representation and warranty that it has not created any Adverse Claim upon any interest being transferred hereunder, neither Falcon nor JPMC makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with this Agreement or the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Purchaser Interests, this Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any collateral; (ii) neither Falcon nor JPMC makes any representation or warranty or assumes any responsibility with respect to the financial condition of the Seller, any Obligor, the Servicer, the Originator, Consumers, any Affiliate of the Seller or the performance or observance by the Seller, any Obligor, the Servicer, the Originator, any Affiliate of the Seller of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (iii) each New Purchaser confirms that it has received a copy of this Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Agreement; and (iv) each New Purchaser will, independently and without reliance upon the Administrative Agent, any Managing Agent, any Purchaser or the Seller and based on such documents and information as it shall deem appropriate at the time, continue to make its ow...
Closing Date Assignments. Certain of the banks and financial institutions party to the Original Agreement (the “Exiting Lenders”) have elected not to continue as Lenders under this Agreement. Certain of the banks and financial institutions party to the Original Agreement (the “Continuing Lenders”) are identified on the signature pages hereto as Continuing Lenders. Effective as of the Closing Date, and without any further action by the Borrower, any Exiting Lender, any Lender, the Administrative Agent or any other party hereto (other than as set forth below), (a) each of the Exiting Lenders and each of the Continuing Lenders whose level of Commitment under the Original Agreement immediately prior to the Closing Date is being reduced pursuant to this Agreement from its level of Commitment under the Original Agreement (each a “Reducing Party”) shall be deemed to have irrevocably sold and assigned to each of the Continuing Lenders whose level of Commitment under the Original Agreement is being increased pursuant to this Agreement from its level of Commitment under the Original Agreement (each an “Increasing Party”) an undivided portion of its Commitment under the Original Agreement, the Obligations owing to it under the Original Agreement and its rights and obligations as a Lender under the Original Agreement and the other Loan Documents (to the extent a party thereto), and each of the Increasing Parties shall be deemed to have irrevocably purchased and assumed from each of the Reducing Parties an undivided portion of such Commitment, Obligations, rights and obligations, so that, after giving effect thereto, each of the Continuing Lenders has a Commitment as set forth on Schedule 2.01 to this Agreement and is owed such Obligations, (b) each of the Exiting Lenders shall cease to be a party to the Original Agreement and shall have no further rights or obligations thereunder and shall have no rights or obligations hereunder other than as set forth in this Section (other than any right or obligation, that pursuant to the Original Agreement, expressly survives a termination of the Commitments) and each Exiting Lender shall be requested to return to the Borrower any promissory note executed and delivered by the Borrower to such Exiting Lender pursuant to the Original Agreement, and (c) each of the Continuing Lenders shall be owed the Obligations and continue to be a party hereto with a Commitment as set forth on Schedule 2.01 to this Agreement and shall continue to have the rights and obliga...
Closing Date Assignments. Prior to or, pursuant to a closing protocol acceptable to the Lenders, contemporaneously with the occurrence of the Closing Date:
(i) all conditions to the consummation of the Closing Date Assignments set forth in the Closing Date Assignment Agreements shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of the Lenders such that the Closing Date Assignments shall become effective in accordance with the terms of the Closing Date Assignment Agreements;
(ii) the Closing Date Assignment Agreements shall be in full force and effect and no provision thereof shall have been modified or waived, in each case without the consent of the Lenders.