Conditions of assignment or transfer Sample Clauses
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Conditions of assignment or transfer. (a) Except where such assignment or transfer is from a Lender to an Affiliate, another Lender or a Related Fund, the minimum amount of any assignment or transfer undertaken pursuant to this Clause 30 must be greater than or equal to the Base Currency Amount of US$5,000,000 with respect to Revolving Facility A and €5,000,000 with respect to Revolving Facility B.
(b) The consent of the Parent shall be required for any assignment or transfer by an Existing Lender of any of such Existing Lender’s rights or obligations under this Agreement, unless the transfer or assignment is:
(i) to another Lender or an Affiliate of a Lender; or
(ii) following an Event of Default which is continuing. Where the consent of the Parent is required it shall not be unreasonably withheld or delayed, and shall be deemed to have been given if no response has been received from the Parent within five (5) Business Days of the date of the request for its consent.
(c) An assignment will only be effective on:
(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it had been an Original Lender;
(ii) the recordation of such assignment on the Register; and
(iii) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations 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.
(d) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 19 (Tax Gross Up and Indemnities) or Clause 20.1 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in relation to Clause 19.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference...
Conditions of assignment or transfer. (a) The consent of the Company is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is (i) prior to the Syndication Date, provided the New Lender is on the list of potential syndicate members agreed by the Company and the Agent, (ii) to another Existing Lender or an Affiliate of a Existing Lender or (iii) made while 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 five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company 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) The consent of the Issuing Bank to an assignment or transfer is required in accordance with paragraph (a) of Clause 7.2 (Assignments and transfers).
(e) An assignment will only be effective on:
(i) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the 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; and
(ii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
(f) A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for transfer) is complied with.
(g) Any assignment or transfer by an Existing Lender to a New Lender shall only be effective if it transfers or assigns the Existing Lender’s share of each Facility pro rata.
(h) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 16 (Tax gross-up and indemnities) or Clause 17 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Le...
Conditions of assignment or transfer. (a) The consent of the Company is required for an assignment or transfer by an Existing Lender, unless:
Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee.
18.2.2 An assignment will only be effective on:
(a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and
(b) 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 Existing Lender and the New Lender.
18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with.
18.2.4 If:
(a) a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending Branch; and
(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch under Clause 7, then the New Lender or Lender acting through its new Lending Branch is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer. Notwithstanding any other term of this Agreement, each Lender must ensure that at all times its Overall Commitment is not less than:
(a) its Swingline Commitment; or
(b) if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.
Conditions of assignment or transfer. 25.2.1 An assignment will only be effective on:
(a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the 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; and
(b) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
25.2.2 A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.
25.2.3 If:
(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer a) The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:
Conditions of assignment or transfer. 20.2.1 The consent of the Parent is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender.
20.2.2 The consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Parent within that time.
20.2.3 An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the 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.
20.2.4 A transfer will only be effective if the procedure set out in clause 20.5 (Procedure for transfer) is complied with.
20.2.5 If:
(a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under clause 10 (Tax gross-up and indemnities) or clause 11 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer. (a) An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the 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.
(b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with.
(c) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
Conditions of assignment or transfer. (a) An Existing Lender must obtain the prior written consent of the Company (such consent not to be unreasonably withheld or delayed, provided that the Company shall be deemed to have given its consent five (5) Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that period) before it may make an assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is:
(i) to another Lender or an Affiliate of a Lender where such Affiliate is a Qualifying Bank;
(ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender;
(iii) to any bank or financial institution on the Approved List which is a Qualifying Bank; or
(iv) made at a time when an Event of Default is continuing.
(b) In the event a Lender enters into an assignment or transfer without complying with the requirements of paragraph (a) above, neither its Commitments and/or participations (but only to the extent of such transfer or assignment) nor those of the relevant transferee or assignee shall be included for the purpose of calculating whether a certain percentage of Total Commitments or Utilisations has been obtained to approve an amendment, waiver or similar under any of the Finance Documents.
(c) The Approved List may be amended with the prior written consent of the Agent (acting on the instruction of the Majority Lenders) and the Company.
(d) For the avoidance of doubt, an amendment to the Approved List (including the removal of an institution from the Approved List), will be without prejudice to the effect of any assignment or transfer which is made in accordance with this Clause 27 (Changes to the Lenders) prior to the date of such amendment.
(e) The amount of the Existing Lender’s Commitment assigned or transferred must be a minimum of USD 5,000,000 (or its equivalent in other currencies) unless the assignment or transfer is:
(i) to another Lender or an Affiliate of a Lender;
(ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender;
(iii) made at a time when an Event of Default is continuing; or
(iv) of all of the relevant Existing Lender’s Commitment (and not part thereof).
(f) For the purposes of paragraph (a) above:
(i) in the case of concurrent assignments, releases and accessions by an Existing Lender to two or more Related Funds or Affiliates, the participations in respect of the Commitmen...