Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement. (b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied: (i) it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and (ii) that each Italian Authority has consented to the assignment to such New Lender. (c) On the Transfer Date: (i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement; (ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and (iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations. (d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer). (e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 5 contracts
Sources: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 23.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 5 contracts
Sources: Credit Facilities Agreement (Gold Fields LTD), Credit Facility Agreement (Gold Fields LTD), Credit Facility Agreement (Sibanye Gold LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 24.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 24.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 4 contracts
Sources: Subordinated Facility Agreement (Diana Shipping Inc.), Facility Agreement (Diana Containerships Inc.), Subordinated Facility Agreement (Diana Containerships Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 22.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 22.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 22.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 22.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 4 contracts
Sources: Bond Bridge Facility Agreement (Coca-Cola HBC AG), Squeeze Out Facility Agreement (Coca-Cola HBC AG), Squeeze Out Facility Agreement (Coca-Cola HBC AG)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 30.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 30.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 30.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 30.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) ); provided that they comply with the conditions set out in Clause 28.2 30.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 4 contracts
Sources: Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 27.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 4 contracts
Sources: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 24.2 (Conditions Borrower consent) and Clause 24.3 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 24.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 24.6 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions Borrower consent) and Clause 24.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 4 contracts
Sources: Single Currency Revolving Facility Agreement (StoneX Group Inc.), Revolving Facility Agreement (StoneX Group Inc.), Usd 75,000,000 Single Currency Revolving Facility Agreement (StoneX Group Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 27.12 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 27.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 4 contracts
Sources: Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 25.8 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 4 contracts
Sources: Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA)
Procedure for assignment. (a) Subject to the conditions set out in Clause clause 28.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (cclause 28.6(c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (bclause 28.6(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to clause 28.10, on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer)clause 28.5, to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer)clause 28.2.
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 3 contracts
Sources: Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer) 30.2, an assignment may be effected in accordance with paragraph (cClause 30.6(c) below when the Relevant Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shallRelevant Facility Agent, subject to paragraph (b) belowClause 30.6(b), as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, shall execute that Assignment Agreement.
(b) The Relevant Facility Agent only shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations Legal Requirements in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 30.9, on the Transfer Date:
(i) the Existing Lender will shall assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will shall be released by each Obligor and the other Secured Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); andAgreement;
(iii) the New Lender shall become a Party as a "“Lender" ” and will shall be bound by obligations equivalent to the Relevant Obligations; and
(iv) the Relevant Facility Agent shall notify the Obligors of the assignment that has taken place and the identity of the New Lender.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 30.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Obligors or unless in accordance with Clause 28.5 (Procedure for transfer)30.5, to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer)30.2.
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 3 contracts
Sources: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Amendment and Restatement Agreement (Pacific Drilling S.A.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 32.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 32.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 32.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 32.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 32.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 3 contracts
Sources: Revolving and Accordion Facilities Agreement (Ardmore Shipping Corp), Term, Revolving and Accordion Facilities Agreement (Ardmore Shipping Corp), Term, Revolving and Accordion Facilities Agreement (Ardmore Shipping Corp)
Procedure for assignment. (a) Subject to the conditions set out in paragraph (d) below and in Clause 28.2 26.2 (Conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (cb) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (bd)(ii) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor Party and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(dc) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 26.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Party or unless in accordance with Clause 28.5 26.5 (Procedure for transfer), to obtain a release by that Transaction Obligor Party from the obligations owed to that Transaction Obligor Party by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 paragraph (Conditions d) below.
(d) An assignment (whether pursuant to an Assignment Agreement or paragraph (c) above) will only be effective on:
(i) receipt by the Facility Agent (whether in an Assignment Agreement or otherwise) 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; and
(ii) performance by the Facility 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 Facility Agent shall promptly notify to the Existing Lender and the New Lender. The Facility Agent shall not be obliged to execute an Assignment Agreement delivered to it by an Existing Lender and the New Lender or transfer)any document delivered to it pursuant to paragraph (c) above unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the assignment to such New Lender.
(e) If the Export Credit Agency so requires, the The procedure for an assignment specified set out in this Clause 28.6 (Procedure for assignment)shall 26.6 shall not apply to any ECA Transferright or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, provided that the Agent is notified or any laws or regulations applicable thereto, provide for or require a different means of that ECA Transfer promptly after the date assignment of execution such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment instrumentassignment, release or assumption or each condition of any applicable restriction shall have been satisfied.
Appears in 3 contracts
Sources: Facility Agreement (GDS Holdings LTD), Facility Agreement (GDS Holdings LTD), Facility Agreement (GDS Holdings LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 26.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 26.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 26.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 3 contracts
Sources: Facility Agreement (Navios Maritime Partners L.P.), Term Loan Facility (Navios Maritime Partners L.P.), Facility Agreement (Navios Maritime Partners L.P.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 26.2 (Conditions Company consent) and Clause 26.3 (Other conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 26.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 26.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 26.6 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 26.2 (Conditions Company consent) and Clause 26.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement and Lender Accession Undertaking delivered to it by the Existing Lender and the New Lender. .The Agent shall, subject to paragraph (bd) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement and Lender Accession Undertaking appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment AgreementAgreement and Lender Accession Undertaking.
(b) The Agent shall only be obliged to execute an Assignment Agreement and Lender Accession Undertaking delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with upon its completion of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment AgreementAgreement and Lender Accession Undertaking;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement and Lender Accession Undertaking (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their rights under the Finance Documents (but notDocuments, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the The procedure for an assignment specified set out in this Clause 28.6 (Procedure for assignment)shall 25.6 shall not apply to any ECA Transferright or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, provided that the Agent is notified or any laws or regulations applicable thereto, provide for or require a different means of that ECA Transfer promptly after the date assignment of execution such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment instrumentassignment, release or assumption or each condition of any applicable restriction shall have been satisfied.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Crown Entertainment LTD)
Procedure for assignment. (aA) Subject to the conditions set out in Clause 28.2 21.2 (Conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (cClause 21.6(C) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) belowClause 21.6(B), as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(bB) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(cC) On the Transfer Date:
(i1) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii2) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii3) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(dD) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 21.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 21.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in and Clause 28.2 21.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (Rockley Photonics Holdings LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 24.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Loan Agreement (Harry Winston Diamond Corp), Facility Agreement (Harry Winston Diamond Corp)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the BPIAE Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The BPIAE Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The BPIAE Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Supplemental Agreement (Iridium Communications Inc.), Supplemental Agreement (Iridium Communications Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 Clause27.3 (Conditions of assignment or transfer).
(b) an An assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(bc) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(cd) On Subject to Clause 27.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(df) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 27.7 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.6 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.3 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)
Procedure for assignment. and transfer by assumption of contract (Vertragsübernahme)
(a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transferassignment and transfer by assumption of contract (Vertragsübernahme)) an assignment may be and transfer by assumption of contract (Vertragsübernahme) is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment AgreementTransfer Certificate.
(b) The Agent shall only be obliged to execute an Assignment Agreement a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender will seeks to assign absolutely to the New Lender and transfer by assumption of contract (Vertragsübernahme) its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of their respective rights against one another under the Transaction Security expressed to Finance Documents shall be cancelled (being the subject of the assignment in the Assignment Agreement“Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the assignment and transfer by assumption of contract (Vertragsübernahme) and to that extent the Agent, the Arranger and the Existing Lender will shall each be released from further obligations to each other under the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Finance Documents; and
(iiiiv) the New Lender shall become a Party as a "“Lender" and will be bound by obligations equivalent to the Relevant Obligations”.
(d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Syndicated L/G Facility Agreement (Hillenbrand, Inc.), Syndicated Loan Agreement (Hillenbrand, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 26.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 26.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 26.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Unsecured Uncommitted Revolving Facilities Agreement (Molson Coors Brewing Co), Revolving Facilities Agreement (Molson Coors Brewing Co)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the COFACE Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The COFACE Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The COFACE Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Supplemental Agreement (Iridium Communications Inc.), Supplemental Agreement (Iridium Communications Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 26.8 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 26.5 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 26.4 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Term Loan Facility Agreement (Navios Maritime Partners L.P.), Term Loan Facility (Navios South American Logistics Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment Assignment or transferTransfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with upon its completion of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender, acting reasonably and promptly.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 27.5 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment Assignment or transferTransfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Super Senior Facilities Agreement (Liberty Global PLC), Senior Facilities Agreement (Liberty Global PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment Assignment or transferTransfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New LenderLender and the New Lender accedes to each Onshore Security Agent Appointment Agreement and (if applicable) each Transaction Security Document that is governed by Gabonese law. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 27.10 (Pro Rata Interest Settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and;
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations; and
(iv) any assignment shall include an assignment of a proportional interest of the Swedish Transaction Security together with a proportional interest in the Swedish Security Documents.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 27.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.5 (Procedure for transferTransfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment Assignment or transferTransfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 31.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 31.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 31.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Company or unless in accordance with Clause 28.5 31.5 (Procedure for transfer), to obtain a release by that Transaction each Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 31.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Term Facility Agreement (Manchester United PLC), Term Facility Agreement (Manchester United PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 30.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 30.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 30.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, not without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 30.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 30.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Term Loan Facility (Dorian LPG Ltd.), Term Loan Facility (Dorian LPG Ltd.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 clause 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to clause 27.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" Lender and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) clause 27.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 clause 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 clause 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.), Borrowing Base Facility Agreement (Aegean Marine Petroleum Network Inc.)
Procedure for assignment. (aA) Subject to the conditions set out in Clause 28.2 23.2 (Conditions Borrower consent) and 23.3 (Other conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (cClause 23.7(C) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (bClause 23.7(B) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(bB) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(cC) On Subject to Clause 23.10 (Pro rata interest settlement), on the Transfer Date:
(i1) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii2) the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii3) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(dD) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Borrower or unless in accordance with Clause 28.5 23.6 (Procedure for transfer), to obtain a release by that Transaction Obligor the Borrower from the obligations owed to that Transaction Obligor it by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions Borrower consent) and 23.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi), Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)
Procedure for assignment. (a) Subject to the conditions set out in paragraph (d) below and in Clause 28.2 23.2 (Conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender, which delivery by the Existing Lender and the New Lender shall be no later than five (5) Business Days prior to the proposed Transfer Date specified in the Assignment Agreement. The Agent shall, subject to paragraph (bd)(ii) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(dc) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 23.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 paragraph (Conditions d) below.
(d) An assignment (whether pursuant to an Assignment Agreement or paragraph (c) above) will only be effective on:
(i) receipt by the Agent (whether in an Assignment Agreement or otherwise) 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 Secured Parties as it would have been under if it was an original party hereto as a 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. The Agent shall not be obliged to execute an Assignment Agreement delivered to it by an Existing Lender and the New Lender or transfer)any document delivered to it pursuant to paragraph (c) above unless it is satisfied that it has completed all "know your customer" and other similar procedures that it is required (or deems desirable) to conduct in relation to the assignment to such New Lender.
(e) If the Export Credit Agency so requires, the The procedure for an assignment specified set out in this Clause 28.6 (Procedure for assignment)shall 23.6 shall not apply to any ECA Transferright or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, provided that the Agent is notified or any laws or regulations applicable thereto, provide for or require a different means of that ECA Transfer promptly after the date assignment of execution such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment instrumentassignment, release or assumption or each condition of any applicable restriction shall have been satisfied.
Appears in 2 contracts
Sources: Loan Agreement (PCGI Intermediate Holdings LTD), Facility Agreement (PCGI Intermediate Holdings LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with upon its completion of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 Section 2.107 (Conditions of assignment Assignment or transferTransfer) an assignment may be effected in accordance with paragraph (c) below when the Administrative Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Administrative Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Section 2.115 (Pro Rata Interest Settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Loan Documents and in respect of the Transaction Security Collateral expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction SecurityCollateral); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise utilize procedures other than those set out in this Clause 28.6 (Procedure for assignment) Section 2.113 to assign their rights under the Finance Loan Documents (but not, without the consent of the relevant Transaction Obligor Loan Party or unless in accordance with Clause 28.5 Section 2.110 (Procedure for transferTransfer), to obtain a release by that Transaction Obligor Loan Party from the obligations owed to that Transaction Obligor Loan Party by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 Section 2.107 (Conditions of assignment Assignment or transferTransfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Credit Agreement (1295728 Alberta ULC), Credit Agreement (1295728 Alberta ULC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c(c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied in its sole discretion it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 27.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 27.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (United Maritime Corp), Term Loan Facility (Seanergy Maritime Holdings Corp.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with upon its completion of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 25.13 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New LenderLender and the Agent makes a corresponding entry in the Register pursuant to Clause 28.18. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment AgreementAgreement and make such corresponding entry in the Register.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender and make such corresponding entry in the Register once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 24.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 24.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Multicurrency Revolving Facility Agreement (Luxottica Group Spa), Facility Agreement (Luxottica Group Spa)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions Borrower consent) and Clause 27.3 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 27.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" Lender and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 27.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.6 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions Borrower consent) and Clause 27.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Senior Term Facilities Agreement (CorpAcq Group PLC), Senior Term Facilities Agreement (CorpAcq Group PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 29.3 (Conditions Issuer Consent) and Clause 29.4 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender Subscriber and the New LenderSubscriber. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender Subscriber and the New Lender Subscriber once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New LenderSubscriber.
(c) On Subject to Clause 29.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender Subscriber will assign absolutely to the New Lender its Subscriber the Notes held by it that are being transferred together with all the rights under the Finance Documents and in respect of the Transaction Security relating to such Notes expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender Subscriber will be released by each Obligor and the other Finance Parties from the obligations owed by it which relate to the Notes and the other obligations under the Finance Documents which are being transferred (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender Subscriber shall become a Party as a "LenderSubscriber" (if it will be holding any Notes) and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Subscribers may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 29.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders Subscribers nor the assumption of equivalent obligations by a New LenderSubscriber) provided that they comply with the conditions set out in Clause 28.2 29.3 (Conditions Issuer Consent) and Clause 29.4 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Note Subscription Agreement (CorpAcq Group PLC), Note Subscription Agreement (CorpAcq Group PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 25.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Loan Party or unless in accordance with Clause 28.5 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor Loan Party from the obligations owed to that Transaction Obligor Loan Party by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Syndication and Amendment Agreement (Igate Corp), Facilities Agreement (Igate Corp)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and a “Finance Party” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.5 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 23.4 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Equinix Inc), Facility Agreement (Equinix Inc)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 22.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 22.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 22.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Borrower or unless in accordance with Clause 28.5 22.5 (Procedure for transfer), to obtain a release by that Transaction Obligor the Borrower from the obligations owed to that Transaction Obligor the Borrower by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 22.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (Randgold Resources LTD), Facility Agreement (Randgold Resources LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 30.2 (Conditions of assignment Assignment or transfer) Transfer), an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Senior Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 30.6 to assign their rights under the Senior Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 30.5 (Procedure for transferTransfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 30.2 (Conditions of assignment Assignment or transferTransfer).
(e) If At the Export Credit Agency so requiresrequest of the Facility Agent, the procedure for an assignment specified New Lender and the Existing Lender shall promptly raise the duly completed Assignment Agreement to the status of Spanish Public Document in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified form of that ECA Transfer promptly after the date of execution of the relevant assignment instrument“escritura pública”.
Appears in 2 contracts
Sources: Fleet Financing Facility Agreement (Avis Budget Group, Inc.), Avis Europe Interim Fleet Financing Facility Agreement (Avis Budget Group, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 27.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 27.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Senior Revolving Facility Agreement (Nord Anglia Education, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 30.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 30.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 30.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 30.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 30.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions Borrower consent) and Clause 23.3 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 23.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 23.6 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.6 (Conditions Borrower consent) and Clause 23.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 28.11 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 28.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 28.6 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the The Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security Collateral expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction SecurityCollateral); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Credit Agreement (DHT Holdings, Inc.), Credit Agreement (DHT Holdings, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 22.2 (Conditions Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
. Subject to Clause 22.9 (ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Pro Rata Interest Settlement), on the Transfer Date:
(i) the Existing Lender ▇▇▇▇▇▇ will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;:
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); Agreement: and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(dc) L▇▇▇▇▇▇ Lenders may utilise utilize procedures other than those set out in this Clause 28.6 (Procedure for assignment) 22.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 22.5 (Procedure for transferTransfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 22.2 (Conditions Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement, Facility Agreement
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 24.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Senior Reserve Base Lending Facility Agreement (Fx Energy Inc), Revolving Credit Facility Agreement (Central European Media Enterprises LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 21.2 (Conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only not be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once unless it is satisfied:
(i) satisfied that it has complied with completed all necessary "“know your customer" or ” and other similar checks under all applicable laws and regulations procedures that it is required to conduct in relation to the assignment to such New Lender; and
(ii) that each Italian Authority Lender and has consented to received the assignment or transfer fee pursuant to such New LenderClause 21.3 (Assignment or transfer fee).
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 21.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 21.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 21.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the The procedure for an assignment specified set out in this Clause 28.6 (Procedure for assignment)shall 21.6 shall not apply to any ECA Transferright or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, provided that the Agent is notified or any laws or regulations applicable thereto, provide for or require a different means of that ECA Transfer promptly after the date assignment of execution such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment instrumentassignment, release or assumption or each condition of any applicable restriction shall have been satisfied.
Appears in 2 contracts
Sources: Senior Facility Agreement (Wanda Sports Group Co LTD), Senior Facility Agreement (Wanda Sports Group Co LTD)
Procedure for assignment. (aA) Subject to the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (cC) below when the Senior Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Senior Lender and the New Senior Lender. The Senior Agent shall, subject to paragraph (bB) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(bB) The Senior Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Senior Lender and the New Senior Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Senior Lender.
(cC) On the Transfer Date:
(i1) the Existing Senior Lender will assign absolutely to the New Senior Lender its rights under the Finance Transaction Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii2) the Existing Senior Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii3) the New Senior Lender shall become a Party as a "Lender" Senior Lender and will be bound by obligations equivalent to the Relevant Obligations.
(dD) L▇▇▇▇▇▇ Senior Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.6 to assign their rights under the Finance Transaction Documents (but not, without the consent of the relevant Transaction Obligor Borrower or unless in accordance with Clause 28.5 24.5 (Procedure for transfer), to obtain a release by that Transaction Obligor the Borrower from the obligations owed to that Transaction Obligor the Borrower by the Senior Lenders nor the assumption of equivalent obligations by a New Senior Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Securitisation Agreement (Encore Capital Group Inc), Securitization Agreement (Encore Capital Group Inc)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 26.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "Lender" Lender and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 26.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 26.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (NorthStar Healthcare Income, Inc.), Facility Agreement (Northstar Realty Finance Corp.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the COFACE Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The COFACE Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The COFACE Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Loan Agreement (Iridium Communications Inc.), Facility Agreement (Iridium Communications Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 clause 31.2 (Conditions of assignment or transferassignment) an assignment may be effected in accordance with paragraph (cclause 31.5(d) below when (a) the Agent executes an otherwise duly completed Assignment Agreement Transfer Certificate and (b) the Agent executes any document required under clause 31.5(d) which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New LenderLender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to paragraph (b) belowclause 31.5(b), as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed Assignment Agreement completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment AgreementTransfer Certificate and such other document.
(b) The Agent shall only be obliged to execute an Assignment Agreement a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.
(d) On the Transfer Date:
(i) the Existing Lender L▇▇▇▇▇ will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment AgreementTransfer Certificate;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement Transfer Certificate (and but the obligations owed by the Obligors or any corresponding obligations by which it is bound in respect of other person under the Transaction SecurityFinance Documents shall not be released); and
(iii) the New Lender shall become a Party to the Finance Documents as a "“Lender" ” for the purposes of all the Finance Documents and will be bound by obligations equivalent to the Relevant Obligations.
(de) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 clause 31.5 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 clauses 31.5 (Procedure for transferassignment), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 clause 31.2 (Conditions of assignment or transferassignment).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (Cool Co Ltd.), Facility Agreement (Cool Co Ltd.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 Clauses 21.2 (Assignment by the Lenders) and 21.3 (Conditions of to assignment or transfer) by the Lenders), an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shallmust, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall is only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" or ” checks and other similar checks under all any applicable laws and regulations law or regulation in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 21.6 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); andAgreement;
(iii) the New Lender shall will become a Party as a "Lender" Lender and will be bound by obligations equivalent to the Relevant Obligations;
(iv) if the assignment relates only to part of the Existing Lender’s participation in the outstanding Loans that part will be separated from the Existing Lender’s participation in the outstanding Loans, made an independent debt and assigned to the New Lender as a whole debt; and
(v) the Facility Agent’s execution of the Assignment Agreement as agent for the Borrower will constitute notice to the Borrower of the assignment.
(d) L▇▇▇▇▇▇ Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to enter into and deliver any duly completed Assignment Agreement on its behalf.
(e) Lenders may utilise procedures other than those set out in this Clause 28.6 21.5 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Borrower or unless in accordance with Clause 28.5 21.4 (Procedure for transfer), to obtain a release by that Transaction Obligor the Borrower from the obligations owed to that Transaction Obligor the Borrower by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 in Clauses 21.2 (Assignment by the Lenders) and 21.3 (Conditions of to assignment or transferby the Lenders).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (Teekay Corp), Facility Agreement (Teekay LNG Partners L.P.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 24.3 (Conditions of assignment or transferTransfer) and Clause 36.5 (Replacement of a Lender), an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by in accordance with the Existing Lender and the New Lender provisions of this Clause 24.8 once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.. 121 Project Meria: Senior Facilties Agreement
(c) On Subject to Clause 24.14 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party party as a "Lender" Lender and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Atlas Investissement), Senior Facilities Agreement (Atlas Investissement)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender Bank and the New LenderBank. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender Bank and the New Lender Bank once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New LenderBank.
(c) On the Transfer Date:
(i) the Existing Lender Bank will assign absolutely to the New Lender its Bank the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender Bank will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender Bank shall become a Party as a "Lender" “Bank” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Banks may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 23.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders Banks nor the assumption of equivalent obligations by a New LenderBank) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (Platinum Underwriters Holdings LTD), Facility Agreement (Platinum Underwriters Holdings LTD)
Procedure for assignment. (a) 24.6.1 Subject to the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below Clause 24.6.3 when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) belowClause 24.6.2, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) 24.6.2 The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
24.6.3 Subject to Clause 24.9 (c) On Pro rata interest settlement), on the Transfer Date:
(ia) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of any Encumbrance created or expressed to be created or evidenced by the Transaction Security Documents and expressed to be the subject of the assignment in the Assignment Agreement;
(iib) the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of any Encumbrance created or expressed to be created or evidenced by the Transaction SecuritySecurity Documents); and
(iiic) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ 24.6.4 Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Security Party or unless in accordance with Clause 28.5 24.5 (Procedure for transfer), to obtain a release by that Transaction Obligor Security Party from the obligations owed to that Transaction Obligor Security Party by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Secured Loan Agreement, Secured Loan Agreement (HC2 Holdings, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied in its sole discretion that it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 27.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 27.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Term Loan Facility (Global Ship Lease, Inc.), Term Loan Facility (Global Ship Lease, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment Assignment or transferTransfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by the Obligors and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 27.6 (Procedure for assignmentAssignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Obligor, CESCE and ICO or unless in accordance with Clause 28.5 27.5 (Procedure for transferTransfer), to obtain a release by that Transaction such Obligor from the obligations owed to that Transaction Obligor it by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment Assignment or transferTransfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement, Facility Agreement (McDermott International Inc)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations and internal policies in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment Assignment or transferTransfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with upon its completion of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender, acting reasonably and promptly.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 27.5 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment Assignment or transferTransfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Liberty Global PLC), Amendment and Restatement Agreement (Liberty Global PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfernovation) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations (the "Relevant Obligations") owed by it and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security"Relevant Obligations"); and
(iii) the New Lender shall become a Party as a "Lender" and entitled to the benefits of any other document entered into by the Agent as agent for the Lenders and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 29.6 to assign (Procedure for including by equitable assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless otherwise in accordance with Clause 28.5 29.5 (Procedure for transfernovation), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that so long as they comply with the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfernovation).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 29.5 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 29.4 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Facility Agreement (Okeanis Eco Tankers Corp.), Facility Agreement (Okeanis Eco Tankers Corp.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement and Lender Accession Undertaking delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (bd) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement and Lender Accession Undertaking appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment AgreementAgreement and Lender Accession Undertaking.
(b) The Agent shall only be obliged to execute an Assignment Agreement and Lender Accession Undertaking delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with upon its completion of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment AgreementAgreement and Lender Accession Undertaking;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement and Lender Accession Undertaking (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their rights under the Finance Documents (but notDocuments, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the The procedure for an assignment specified set out in this Clause 28.6 (Procedure for assignment)shall 25.6 shall not apply to any ECA Transferright or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, provided that the Agent is notified or any laws or regulations applicable thereto, provide for or require a different means of that ECA Transfer promptly after the date assignment of execution such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment instrument.assignment, release or assumption or each condition of any applicable restriction shall have been satisfied. 91 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once upon its completion of all know your customer or other checks relating to any person that it is satisfied:
(i) it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" Lender and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 27.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 2 contracts
Sources: Permanent Facility Agreement (Groupe Eurotunnel SA), Permanent Facility Agreement (Groupe Eurotunnel SA)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer) an assignment of rights may be effected in accordance with paragraph (c) below when the Agent executes and the Security Agent execute an otherwise duly completed Assignment Agreement delivered to it them by the Existing Lender and the New Lender. The Agent and the Security Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) Promptly thereafter, the Agent will deliver the Assignment Agreement to the Company for countersignature on behalf of itself and each other Obligor and obtaining the certified date stamp (kakutei hizuke) to be affixed to the Assignment Agreement, following which the Company shall return such Transfer Certificate to the Agent. If the Company fails to arrange for a certified date stamp (kakutei hizuke) to be affixed to the Transfer Certificate, the Agent shall obtain the certified date stamp (kakutei hizuke) at the cost of the Company.
(c) The Agent and the Security Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(cd) On Subject to Clause 23.8 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(de) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 23.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Facility Agreement (Synnex Corp)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender Creditor and the New LenderCreditor. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender Creditor and the New Lender Creditor once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New LenderCreditor.
(c) On Subject to Clause 25.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender Creditor will assign absolutely to the New Lender Creditor its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender Creditor will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender Creditor shall become a Party as a "Lender" “Creditor” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Creditors may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders Creditors nor the assumption of equivalent obligations by a New LenderCreditor) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a)
23.6.1 Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (c) 23.6.3 below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) 23.6.2 below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that the Assignment Agreement.
(b) 23.6.2 The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; andLender.
23.6.3 Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date:
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(iA) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(iiB) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iiiC) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ 23.6.4 Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 23.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Facility Agreement
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 22.2 (Conditions Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 22.9 (Pro Rata Interest Settlement), on the Transfer Date:
(i) the Existing Lender ▇▇▇▇▇▇ will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;:
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); Agreement: and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise utilize procedures other than those set out in this Clause 28.6 (Procedure for assignment) 22.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 22.5 (Procedure for transferTransfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 22.2 (Conditions Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Facility Agreement
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, 101 as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) LLende▇▇▇▇ ▇▇▇ may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 29.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Company or unless in accordance with Clause 28.5 29.5 (Procedure for transfer), to obtain a release by that Transaction each Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Revolving Facility Agreement (Manchester United PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment Assignment or transferTransfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 25.10(a) (Pro Rata Interest Settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 25.6 (Procedure for transferTransfers), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of Assignment or Transfer) and Clause 25.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Unsecured NGN Revolving Credit Facility Agreement (IHS Holding LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions Borrower consent) and Clause 23.3 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 23.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and BHL and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or BHL or unless in accordance with Clause 28.5 23.6 (Procedure for transfer), to obtain a release by that Transaction Obligor or BHL from the obligations owed to that Transaction Obligor or BHL by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.6 (Conditions Borrower consent) and Clause 23.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) Subject to the conditions condition set out in paragraph (b) of Clause 28.2 22.2 (Conditions of assignment or transfer) Transfers by Interim Lenders), an assignment may be effected in accordance with paragraph (c) below when the Interim Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Interim Lender and the New Interim Lender. The Interim Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Interim Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Interim Lender and the New Interim Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Interim Lender.
(c) On Subject to Clause 22.2(e) (Transfers by Interim Lenders), on the Transfer Date:
(i) the Existing Interim Lender will assign absolutely to the New Interim Lender its rights under the Interim Finance Documents and in respect of the Transaction Interim Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Interim Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Interim Security); and;
(iii) the New Interim Lender shall become a Party as a "an “Interim Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.; and
(div) Lif the assignment relates only to part of the Existing Interim ▇▇▇▇▇▇ may utilise procedures other than those set out ▇’s share in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but notoutstanding Interim Loans, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor assigned part will be separated from the obligations owed Existing Interim Lender’s share in the outstanding Interim Loans, made an independent debt and assigned to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by New Interim Lender as a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer)whole debt.
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Commitment Letter
Procedure for assignment. (aA) Subject to the conditions set out in Clause 28.2 29.2 (Conditions Company consent) and Clause 29.3 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (cC) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (bB) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(bB) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(cC) On Subject to Clause 29.10 (Pro rata interest settlement), on the Transfer Date:
(i1) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii2) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii3) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(dD) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 29.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 29.6 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 29.2 (Conditions Company consent) and Clause 29.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Endava PLC)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 22.2 (Conditions of assignment Assignment or transferTransfer) and Clause 22.3 (Other conditions of Assignment or Transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 22.10 (Pro rata Interest Settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 22.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 22.6 (Procedure for transferTransfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 22.2 (Conditions of assignment Assignment or transferTransfer) and Clause 22.3 (Other conditions of Assignment or Transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Facility Agreement (Ses S.A.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (cClause 23.6(c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) belowClause 23.6(b), as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of any Encumbrance created or expressed to be created or evidenced by the Transaction Security Documents and expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of any Encumbrance created or expressed to be created or evidenced by the Transaction SecuritySecurity Documents); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 23.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Security Party or unless in accordance with Clause 28.5 23.5 (Procedure for transfer), to obtain a release by that Transaction Obligor Security Party from the obligations owed to that Transaction Obligor Security Party by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Loan Agreement (Safe Bulkers, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement and Lender Accession Undertaking delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement and Lender Accession Undertaking appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment AgreementAgreement and Lender Accession Undertaking.
(b) The Agent shall only be obliged to execute an Assignment Agreement and Lender Accession Undertaking delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with upon its completion of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment AgreementAgreement and Lender Accession Undertaking;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement and Lender Accession Undertaking (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Senior Facilities Agreement (Melco PBL Entertainment (Macau) LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer) Transfers), an assignment by an Existing Lender of its rights under any Finance Document to a New Lender may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the that Existing Lender and the that New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the an Existing Lender and the a New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; Lender (the subject of such Assignment Agreement) and
(ii) that each Italian Authority , if any New Lender is not a FATCA Exempt Party, the Agent has consented to the assignment to provided its approval of such New Lenderassignment.
(c) On the Transfer DateDate relating to any assignment by an Existing Lender of its rights under any Finance Document to a New Lender:
(i) the that Existing Lender will assign absolutely to the that New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment AgreementAgreement relating to such assignment;
(ii) the that Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the such Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the that New Lender shall become a Party as a "Lender" Lender and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ A Lender may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 26.6 to assign their its rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 26.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders such Lender nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transferTransfers).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Facilities Agreement (New Frontier Public Holding Ltd.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 29.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 29.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 24.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.. 118798-4-1-v6.0 - 105 - 70-40539524
Appears in 1 contract
Sources: Senior Reserve Base Lending Facility Agreement (Fx Energy Inc)
Procedure for assignment. and transfer by assumption of contract (Vertragsübernahme)
(a) Subject to the conditions set out in Clause 28.2 22.2 (Conditions of assignment or transferassignment and transfer by assumption of contract (Vertragsübernahme)) an assignment may be and transfer by assumption of contract (Vertragsübernahme) is effected in accordance with paragraph (c) below when the Agent executes accepts an otherwise duly completed Assignment Agreement Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute accept that Assignment AgreementTransfer Certificate.
(b) The Agent shall only be obliged to execute an Assignment Agreement accept a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment transfer to such New Lender.
(c) On Subject to Clause 22.8 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender will seeks to assign absolutely to the New Lender and transfer by assumption of contract (Vertragsübernahme) its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of their respective rights against one another under the Transaction Security expressed to Finance Documents shall be cancelled (being the subject of the assignment in the Assignment Agreement“Discharged Rights and Obligations”);
(ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;
(iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the assignment and transfer by assumption of contract (Vertragsübernahme) and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender will shall each be released from further obligations to each other under the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Finance Documents; and
(iiiiv) the New Lender shall become a Party as a "“Lender" and will be bound by obligations equivalent to the Relevant Obligations”.
(d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Credit Facility Agreement (Sap Ag)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions Borrower consent) and Clause 23.3 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 23.11 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 23.6 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions Borrower consent) and Clause 23.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) 26.6.1 Subject to the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (c) below Clause 26.6.3 when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) belowClause 26.6.2, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) 26.6.2 The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
26.6.3 Subject to Clause 26.10 (c) On Pro rata interest settlement), on the Transfer Date:
(iA) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(iiB) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iiiC) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ 26.6.4 Lenders may utilise procedures other than those set out in this Clause 28.6 26.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 26.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 26.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Borrowing Base Facility Agreement (Transglobe Energy Corp)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 clause 27.2 (Conditions of assignment Assignment, Transfer or transferAccession) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement agreement and delivered in accordance with the terms of this Agreementagreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) clause 27.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 clause 27.5 (Procedure for transferTransfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 clause 27.2 (Conditions of assignment Assignment, Transfer or transferAccession).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hanover Insurance Group, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise utilize procedures other than those set out in this Clause 28.6 27.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement and Lender Accession Undertaking delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (bd) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement and Lender Accession Undertaking appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment AgreementAgreement and Lender Accession Undertaking.
(b) The Agent shall only be obliged to execute an Assignment Agreement and Lender Accession Undertaking delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) it has complied with upon its completion of all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment AgreementAgreement and Lender Accession Undertaking;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement and Lender Accession Undertaking (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 23.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the The procedure for an assignment specified set out in this Clause 28.6 (Procedure for assignment)shall 23.6 shall not apply to any ECA Transferright or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, provided that the Agent is notified or any laws or regulations applicable thereto, provide for or require a different means of that ECA Transfer promptly after the date assignment of execution such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment instrumentassignment, release or assumption or each condition of any applicable restriction shall have been satisfied.
Appears in 1 contract
Sources: Senior Facilities Agreement (Melco Crown Entertainment LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 Clauses 21.2 (Assignment by the Lenders) and 21.3 (Conditions of to assignment or transfer) by the Lenders), an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shallmust, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall is only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" or ” checks and other similar checks under all any applicable laws and regulations law or regulation in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 21.6 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); andthe
(iii) the New Lender shall will become a Party as a "Lender" Lender and will be bound by obligations equivalent to the Relevant Obligations;
(iv) if the assignment relates only to part of the Existing Lender’s participation in the outstanding Loans that part will be separated from the Existing Lender’s participation in the outstanding Loans, made an independent debt and assigned to the New Lender as a whole debt; and
(v) the Facility Agent’s execution of the Assignment Agreement as agent for the Borrower will constitute notice to the Borrower of the assignment.
(d) L▇▇▇▇▇▇ Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to enter into and deliver any duly completed Assignment Agreement on its behalf.
(e) Lenders may utilise procedures other than those set out in this Clause 28.6 21.5 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Borrower or unless in accordance with Clause 28.5 21.4 (Procedure for transfer), to obtain a release by that Transaction Obligor the Borrower from the obligations owed to that Transaction Obligor the Borrower by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 in Clauses 21.2 (Assignment by the Lenders) and 21.3 (Conditions of to assignment or transferby the Lenders).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Facility Agreement
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer) an assignment by the Existing Lender of any or all of its rights under this Agreement to the New Lender may be effected on the Transfer Date in respect of such assignment in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement (in respect of such assignment) delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations and internal policies in relation to the assignment to such New Lender; and
Lender (ii) that each Italian Authority has consented to the assignment to subject of such New LenderAssignment Agreement).
(c) On the Transfer DateDate in respect of an assignment by the Existing Lender to the New Lender:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment AgreementAgreement relating to such assignment;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the such Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ A Lender may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.6 to assign their its rights under the any Finance Documents Document (but not, without the consent of the relevant Transaction Obligor party to such Finance Document or unless in accordance with Clause 28.5 25.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders that Lender nor the assumption of equivalent obligations by a the applicable New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 29.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 29.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 29.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 30.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 30.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 30.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 30.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 30.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) Each Party hereby expressly accepts and confirms, for the purposes of articles 1278 and 1281 of the Luxembourg Civil Code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of this Agreement, the Finance Documents to which such Party is a party and the guarantee given under this Agreement shall be preserved for the benefit of any assignee.
(b) Subject to the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Mezzanine Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Mezzanine Agent shall, subject to paragraph (bc) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(bc) The Mezzanine Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(cd) On Subject to Clause 24.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(de) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 24.6 to assign their rights under the Finance Documents (but not, not without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 24.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor or the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 24.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Mezzanine Facility Agreement (American Realty Capital Global Trust II, Inc.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 22.2 (Conditions of assignment or transfer) ), an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it no less than five Business Days before the proposed Transfer Date by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only not be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once unless it is satisfied:
(i) satisfied that it has complied with completed all necessary "know your customer" or and other similar checks under all applicable laws and regulations procedures that it is required (or deems desirable) to conduct in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction 49173559_13 Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by the Borrower and the other Finance Parties from the obligations owed by it (the "Relevant Obligations") and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 22.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor Borrower or unless in accordance with Clause 28.5 22.5 (Procedure for transfer), to obtain a release by that Transaction Obligor the Borrower from the obligations owed to that Transaction Obligor the Borrower by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 22.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the The procedure for an assignment specified set out in this Clause 28.6 (Procedure for assignment)shall 22.6 shall not apply to any ECA Transferright or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, provided that the Agent is notified or any laws or regulations applicable thereto, provide for or require a different means of that ECA Transfer promptly after the date assignment of execution such right or release or assumption of such obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment instrumentassignment, release or assumption or each condition of any applicable restriction shall have been satisfied.
Appears in 1 contract
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ The Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignmentd) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) Subject to the conditions set out in paragraph (d) below and Clause 28.2 24.2 (Conditions of assignment or transfer) ), an assignment by the Existing Lender of any or all of its rights under this Agreement may be effected on the Transfer Date in accordance with paragraph (cb) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lenderbelow. The Facility Agent shall, subject to paragraph (b) belowd)(ii), as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement, provided that the Facility Agent shall have no obligation to execute any Assignment Agreement at any time earlier than the date that is 5 Business Days after its receipt of such Assignment Agreement.
(b) On the Transfer Date relating to an assignment by the Existing Lender to the New Lender:
(i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of assignment in such Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of release in such Assignment Agreement; and
(iii) the New Lender shall become a Party as a “Lender” and shall be bound by obligations equivalent to the Relevant Obligations.
(c) The Existing Lender may utilise procedures other than those set out in this Clause 24.6 to assign its rights under the Finance Documents (but not, without the consent of the applicable Obligor or unless in accordance with Clause 24.5 (Procedure for transfer), to obtain a release by an Obligor from the obligations owed to that Obligor by the Existing Lender nor the assumption of equivalent obligations by the New Lender) provided that the conditions set out in paragraph (d) below are complied with.
(d) An assignment by the Existing Lender to the New Lender (whether pursuant to an Assignment Agreement or paragraph (c) above) will only be effective on:
(i) receipt by the Facility Agent (whether in an Assignment Agreement or otherwise) 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 were an Original Lender; and
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to the New Lender. The Facility Agent shall only promptly notify the Existing Lender and the New Lender of the completion of such checks. The Facility Agent shall not be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once or any document delivered to it pursuant to paragraph (c) above unless (A) it is satisfied:
(i) satisfied that it has complied with completed all necessary "“know your customer" or ” and other similar checks under all applicable laws and regulations procedures that it is required (including in accordance with internal policies) (or deems desirable) to conduct in relation to the such assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under and (B) it has received the Finance Documents and in respect full amount of the Transaction Security expressed fee payable by such New Lender pursuant to be the subject of the assignment in the Clause 24.3 (Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed or transfer fee). The Facility Agent accepts no liability to be the subject of the release in the any person for any damages, costs or losses whatsoever for any delay or failure to execute any Assignment Agreement (and resulting from any corresponding obligations by which it is bound in respect non-completion of the Transaction Security); and
(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligationsany such procedures.
(de) L▇▇▇▇▇▇ may utilise procedures other than those The procedure set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall 24.6 shall not apply to any ECA Transferright or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, provided that or any laws or regulations applicable thereto, provide for or require a different means of assignment of such right or release or assumption of obligation or prohibit or restrict any assignment of such right or release or assumption of such obligation, unless such prohibition or restriction shall not be applicable to the Agent is notified applicable assignment, release and assumption or each condition of that ECA Transfer promptly after the date of execution of the relevant assignment instrumentany applicable assignment, release and assumption shall have been satisfied.
Appears in 1 contract
Sources: Senior Facilities Agreement (OneSmart International Education Group LTD)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 27.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇▇ may utilise procedures other than those set out in this Clause 28.6 27.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 27.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Procedure for assignment. (a) 28.6.1 Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) Clause 28.6.3 below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) Clause 28.6.2 below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) 28.6.2 The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and.
28.6.3 Subject to Clause 28.10 (Pro rata interest settlement), on the Transfer Date:-
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On the Transfer Date:
(ia) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(iib) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iiic) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ 28.6.4 Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Multicurrency Facility Agreement (Gulfmark Offshore Inc)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 clause 20.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to clause 20.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender ▇▇▇▇▇▇ will assign absolutely to the New Lender its the rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the "“Relevant Obligations"”) and expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) clause 20.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 clause 20.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 clause 20.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 clause 26.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (cclause 26.6(c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (bclause 26.6(b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to clause 26.10 (Pro rata interest settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) clause 26.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 clause 26.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 clause 26.2 (Conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Sunrise Senior Living Inc)
Procedure for assignment. (a) Subject to the conditions set out in Clause 28.2 25.2 (Conditions of assignment Assignment or transferTransfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied:
(i) satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender; and
(ii) that each Italian Authority has consented to the assignment to such New Lender.
(c) On Subject to Clause 25.10(a) (Pro Rata Interest Settlement), on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
(ii) the Existing Lender will be released from the obligations (the "“Relevant Obligations"”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security)Agreement; and
(iii) the New Lender shall become a Party as a "“Lender" ” and will be bound by obligations equivalent to the Relevant Obligations.
(d) L▇▇▇▇▇▇ Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) 25.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 25.6 (Procedure for transferTransfers), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 25.2 (Conditions of Assignment or Transfer) and Clause 25.3 (Other conditions of assignment or transfer).
(e) If the Export Credit Agency so requires, the procedure for an assignment specified in this Clause 28.6 (Procedure for assignment)shall not apply to any ECA Transfer, provided that the Agent is notified of that ECA Transfer promptly after the date of execution of the relevant assignment instrument.
Appears in 1 contract
Sources: Unsecured NGN Term Facility Agreement (IHS Holding LTD)