Conditions to Assignment by Banks Sample Clauses
The "Conditions to Assignment by Banks" clause defines the specific requirements and limitations that must be met before a bank can transfer its rights or obligations under an agreement to another party. Typically, this clause outlines necessary consents, such as requiring the borrower's approval or compliance with regulatory standards, and may restrict assignments to certain types of financial institutions. Its core practical function is to ensure that any assignment by a bank does not adversely affect the other parties to the agreement, thereby maintaining stability and predictability in the contractual relationship.
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit J hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement. In connection with each assignment, the assig...
Conditions to Assignment by Banks. 65 19.2. Certain Representations and Warranties; Limitations; Covenants.......66 19.3. Register.............................................................67 19.4. New Notes............................................................67 19.5. Participations.......................................................68 19.6. Disclosure...........................................................68 19.7. Assignee or Participant Affiliated with the Borrower.................68 19.8.
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement, including, as applicable, all or a portion of its Domestic Commitment Percentage, its Canadian Commitment Percentage, its U.K. Commitment Percentage and/or its PR Commitment Percentage, its participations in L/C Obligations, Bankers’ Acceptances and Swing Line Loans at the time owing to it, provided that any such assignment shall be subject to the following conditions:
Conditions to Assignment by Banks. 99 Section 19.2.
Conditions to Assignment by Banks. Certain Representations and Warranties; Limitations; Covenants. 19.3. Register. 19.4. New Notes. 19.5. Participations. 19.6.
Conditions to Assignment by Banks. 99 22.2.Certain Representations and Warranties; Limitations; Covenants100 22.3.Register.. . . . . . . . . . . . . . . . . . . . . . . . . . .101 ▇▇.▇.▇▇▇ Notes. . . . . . . . . . . . . . . . . . . . . . . . . . .101 22.5.Participations.. . . . . . . . . . . . . . . . . . . . . . . .101 22.6.Disclosure.. . . . . . . . . . . . . . . . . . . . . . . . . .102 22.7.Assignee or Participant Affiliated with the Borrower.. .
Conditions to Assignment by Banks. 75 ss.19.2 Certain Representations and Warranties; Limitations; Covenants..................... 76 ss.19.3 Register........................................... 77 ss.19.4 New Notes.......................................... 77 -vi- PAGE
Conditions to Assignment by Banks. Certain Representations and Warranties; Limitations; Covenants.
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that
(a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld (provided that such consent shall not be required for any assignment to another Bank or to a wholly-owned subsidiary of such Bank provided that such assignee shall remain a wholly-owned subsidiary of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Agreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), a notice of such assignment, together with any Notes subject to such assignment, (d) in no event shall any voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, the Borrower, any of its general partners, the Guarantor or their respective Subsidiaries or Investment Partnerships, which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall have
Conditions to Assignment by Banks. 86 18.2. Certain Representations and Warranties; Limitations; Covenants. 87 18.3. Register. 88 18.4. New Notes. 89 18.5. Participations. 89 18.6. Disclosure. 90 18.7. Assignee or Participant Affiliated with the Borrower. 90 18.8.