Debt Transfer Clause Samples

A Debt Transfer clause allows one party to transfer its obligations or rights under a debt agreement to another party. In practice, this means that a lender or borrower can assign their position in a loan to a third party, often subject to the consent of the other original party or meeting certain conditions. This clause facilitates flexibility in financial arrangements, enabling parties to manage risk, liquidity, or investment portfolios more effectively by allowing the movement of debt positions between entities.
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Debt Transfer. If the Borrower assigns or transfers its debt (in whole or in part) under the Loan Agreement to another person under the terms and conditions provided for in the Loan Agreement or transfers the Borrower’s obligations under the Loan Agreement to another person through a universal succession, the Guarantor hereby expresses its consent to such assignment or transfer of the debt and agrees to be jointly liable with the new borrower in the amount of the Secured Obligations.
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Debt Transfer. (a) Notwithstanding anything to the contrary in any Finance Document, the Company may at any time require that all of the rights and obligations of any Borrower in respect of all or part of any Term Loan made to it shall be novated or otherwise transferred whether or not the Availability Period for the relevant Facility has ended and whether or not Available Commitments exist under such Facility (including by way of assignment and assumption) by that Borrower (a “Debt Transfer”), provided that: (i) such Debt Transfer would not cause or be implemented in a way which would cause it to be unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement, provided that each Lender shall take all reasonable steps (including being party to any appropriate applicable fronting structures) to mitigate any circumstances which may result in such unlawfulness; (ii) the Company has delivered a notice to the Agent in the form set out at Part 6 (Form of Debt Transfer Notice) of Schedule ‎3 (Requests and Notices), or such other form as may be agreed between the Company and the Agent (each acting reasonably) (a “Debt Transfer Notice”); (iii) such Debt Transfer is by an Original Borrower to another Borrower (a “Debt Transfer Borrower”) incorporated in the same jurisdiction as the Borrower making such Debt Transfer (save that, for the purposes of determining whether a Lender ceased to be a Qualifying Lender as a result of a Change of Law in accordance with Clause 16 (Tax Gross-up and Indemnities), such determination shall be made by reference to the date the Lender became a Lender in respect of the Original Borrower and not by reference to the date the Lender become a Lender in respect of the Debt Transfer Borrower; (iv) no Event of Default is continuing on the date the relevant member of the Group legally commits to such Debt Transfer or is expected (or projected) by the Company (acting in good faith) to have occurred prior to or on the completion date of such Debt Transfer; (v) the Debt Transfer Borrower is a wholly-owned member of the Group, and such Debt Transfer Borrower has become an Additional Borrower in respect of the applicable Term Facility in accordance with Clause ‎29.2 (Additional Borrowers); (vi) the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent security (subject to the Agreed Security Principles and ignoring, where relevant, for the purp...
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Related to Debt Transfer

  • Asset Transfer As consideration for the indemnity reinsurance of the General Account Liabilities by Reinsurer hereunder, Cedent hereby agrees to transfer to Reinsurer in accordance with the terms of the Acquisition Agreement (i) investment assets having a statutory statement carrying value on the books of Cedent equal to (a) the General Account Liabilities as of the close of business on the last day of the month preceding the month in which the Effective Date falls plus (b) the amount of the participating surplus with respect to the Coinsured Contracts as of such date less (c) the amount of any contract loans under the Coinsured Contracts as of such date and less (d) the amount of the General Account Other Insurance Assets as of such date and (ii) the General Account Other Insurance Assets as of the close of business on the last day of the month preceding the month in which the Effective Date falls. As additional consideration for the assumption of the General Account Liabilities by Reinsurer, Reinsurer shall be entitled to 100% of all premiums, deposits and other considerations to the extent received on or after the Effective Date by Cedent or Reinsurer with respect to the general account portion of the Coinsured Contracts net of reinsurance premiums and all other amounts payable on or after the Effective Date with respect to the Outward Reinsurance. Cedent shall promptly remit to Reinsurer (but in no event later than 72 hours following the receipt of any such premiums, deposits and other considerations) any such amounts received by it in respect of any of the Coinsured Contracts and hereby assigns to Reinsurer all of its rights to such premiums, deposits and other considerations payable to Cedent.

  • Permit Transfer/Sale Release and Waiver of All Claims against Sector Manager; Indemnification and Hold Harmless.

  • CONTINUING SECURITY INTEREST; TRANSFER OF LOANS This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to Grantors or otherwise authorize the filing of such documents as Grantors shall reasonably request, including financing statement amendments to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. The Collateral Agent shall, at Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as Grantors shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

  • Assignment/Transfer The Credit (or a portion thereof as earned) under this Agreement may be assigned to an “Affiliated Corporation” in accordance with RTC section 23663. As stated in RTC section 23689(i)(1), this Agreement shall not restrict, broaden, or alter the ability of Taxpayer to assign the Credit in accordance with RTC section 23663. In order to transfer this Agreement as a result of a sale or merger, prior written consent of GO- Biz must be obtained or the transfer will be void. Such transfer shall be permitted if GO-Biz determines that the transfer would further the purposes of the CCTC program and benefit California. Prior to GO-Biz consenting to the transfer, the new entity must disclose to GO-Biz the number of California full-time employees it employed at the time of acquisition or merger and any other information GO-Biz requests that applicants for a CCTC provide pursuant to a CCTC application.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.