Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and (iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in this Clause 24.2 (Conditions of assignment or transfer) 25 a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) the Notes and the Loans they represent are transferred to the extent specified in the Transfer Certificate;
(ii) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another (other than under the Finance Documents Notes and the Loans they represent) shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(iiiii) 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;
(iiiiv) the Facility Agent, the ArrangerMandated Lead Arrangers, the Bookrunner, 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 transfer and to that extent the Facility Agent, the Arranger Mandated Lead Arrangers, the Bookrunner and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(ivv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 27.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate 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 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 Transfer Certificate. Back to Contents.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other checks relating to any person that it is required to carry out in relation to the assignment to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security 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 the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “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 or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, each L/C Bank, the ArrangerSecurity Trustee, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arranger Security Trustee, each L/C Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Liberty Global PLC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:Date:-
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Expanded Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Expanded Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"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 ArrangerSecurity Trustee, 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 transfer and to that extent the Agent, the Arranger Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”" and entitled to the benefits of any other Expanded Finance Document entered into by the Agent and/or Security Trustee on behalf of the Lenders.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 Facility Agent, the ArrangerMandated 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 transfer and to that extent the each Agent, the Arranger Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Syndicated Revolving Credit Agreement (Koninklijke KPN N V)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Facility Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Facility Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender.”.
Appears in 1 contract
Sources: Term and Letter of Credit Facility Agreement (Cascal B.V.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 30.3 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender (such Transfer Certificate to be received by the Facility Agent no later than five Business Days prior to the proposed Transfer Date, unless otherwise agreed by the Facility Agent). The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility Agent, the Security Agent, the Mandated Lead Arranger, the Issuing Bank, 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 transfer and to that extent the AgentAgents, the Arranger Mandated Lead Arranger, the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (ai) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(bii) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Existing, Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under (the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights "DISCHARGED RIGHTS and Obligations”OBLIGATIONS");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Agent, the ArrangerICICI Bank, 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 transfer and to that extent the Agent, the Arranger ICICI Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (Sterlite Industries (India) LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 10.1.1 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent and Security Trustee executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent and Security Trustee shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate Certificate, the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the AgentAgent and Security Trustee, 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 transfer and to that extent the AgentAgent and Security Trustee, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Rupee Term Facility Agreement (Sterlite Industries (India) LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 ArrangerArrangers, 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 Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facility Agreement (Bunge LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 27.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate 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 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 Transfer Certificate. Back to Contents.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other checks relating to any person that it is required to carry out in relation to the assignment to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security 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 the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “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 or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(iii) the Facility Agent, each L/C Bank, the ArrangerSecurity Trustee, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arranger Security Trustee, each L/C Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Liberty Global PLC)
Procedure for transfer. (a) 20.5.1 Subject to the conditions set out in Clause 24.2 clause 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) clause 20.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) 20.5.2 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(iib) 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;
(iiic) 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(ivd) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Bridge Facility Agreement (Aramex International LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”"LENDER".
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate 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 (but, in any event, no earlier than five Business Days) after receipt by it of a duly completed Transfer Certificate 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 Transfer Certificate. Back to ContentsAgreement.
(b) On The Facility Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender.
(c) By virtue of the execution of a Transfer Agreement, as from the Transfer Date:
(i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Financing Documents each of the Obligors and the Existing Lender shall be released discharged to the extent provided for in the Transfer Agreement from further obligations towards one another the Borrower and the other Finance Parties under the Finance Financing Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each the rights and obligations of the Obligors and Existing Lender with respect to the Borrower shall be transferred to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from Lender, to the Discharged Rights and Obligations only insofar as that Obligor and extent provided for in the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing LenderTransfer Agreement;
(iii) the Facility Agent, the ArrangerMandated Lead Arrangers, the New Lender and other Lenders shall acquire have the same rights and assume the same obligations between themselves as they would have acquired and assumed had had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Facility Agent, the Arranger Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Financing Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Credit Agreement (France Telecom /)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility Agent, the ArrangerMandated 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 transfer and to that extent the each Agent, the Arranger Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Syndicated Revolving Credit Agreement (Koninklijke KPN N V)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back The Agent shall only be obliged to Contentsexecute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 transfer and to that extent the Agent, the Arranger Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; andand Back to Contents
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate Agreement delivered to it by the Existing Lender and - 43 - the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable (but, in any event, no earlier than five Business Days) after receipt by it of a duly completed Transfer Certificate 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 Transfer Certificate. Back to ContentsAgreement.
(b) On The Facility Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender.
(c) By virtue of the execution of a Transfer Agreement, as from the Transfer Date:
(i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Financing Documents each of the Obligors and the Existing Lender shall be released discharged to the extent provided for in the Transfer Agreement from further obligations towards one another the Borrower and the other Finance Parties under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”)Financing Documents;
(ii) each the rights and obligations of the Obligors and Existing Lender with respect to the Borrower shall be transferred to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from Lender, to the Discharged Rights and Obligations only insofar as that Obligor and extent provided for in the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing LenderTransfer Agreement;
(iii) the Facility Agent, the ArrangerMandated Lead Arrangers, the New Lender and other Lenders shall acquire have the same rights and assume the same obligations between themselves as they would have acquired and assumed had had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Facility Agent, the Arranger Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Financing Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Syndicated Credit Agreement
Procedure for transfer. (a) Subject to the conditions set out in Clause clause 24.2 (Conditions of assignment or transfer) a transfer is will be effected on the Transfer Date in accordance with paragraph (bd) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by if:
(i) the Existing Lender and the New Lender. Lender deliver to the Agents a duly completed Transfer Certificate; and
(ii) the Agents execute it.
(b) The Agent Agents shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it them of a duly completed 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 Transfer Certificate. Back Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Agents to Contentsexecute any duly completed Transfer Certificate on its behalf.
(bc) The Agents shall only be obliged to execute a Transfer Certificate delivered to them by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(d) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Company and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Company 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 the Company and the New Lender have assumed and/or acquired the same in place of that Obligor the Company and the Existing Lender;
(iii) the Agent, the ArrangerAgents, 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 transfer and to that extent the Agent, the Arranger Agents and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facility Agreement (TRM Corp)
Procedure for transfer. (a) Subject to the conditions set out in this Clause 24.2 (Conditions of assignment or transfer) 22 a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility Agent, the ArrangerMandated Lead Arrangers, the Bookrunners, 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 transfer and to that extent the Facility Agent, the Arranger Mandated Lead Arrangers, the Bookrunners and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Dual Currency Term Facility Agreement (Xstrata PLC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed 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 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 Transfer Certificate. Back Certificate provided that the proposed Transfer Date shall not be less than five Business Days after the date on which such Transfer Certificate is delivered to Contentsthe Agent for execution .
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 ArrangerArrangers, the Security Agent, 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 transfer and to that extent the Agent, the Arranger Arrangers, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Central European Media Enterprises LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility 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 transfer and to that extent the Facility Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facilities Agreement (Coca-Cola Hellenic Bottling Co Sa)
Procedure for transfer. (a) Subject to the conditions set out in this Clause 24.2 (Conditions of assignment or transfer) 24 a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility Agent, the ArrangerMandated Lead Arrangers, the Bookrunners, 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 transfer and to that extent the Facility Agent, the Arranger Mandated Lead Arrangers, the Bookrunners and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 Security Trustee, 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 transfer and to that extent the Agent, the Arranger Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Second Supplemental Facility Agreement (Paradigm Ltd.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 25.2 (Conditions of assignment Assignment or transferTransfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate 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 Transfer Certificate. Back Agreement.
b) The Agent shall only be obliged to Contentsexecute a Transfer Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(bc) On the Transfer Date:
(i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or and 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 and 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 and obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Credit Facilities Agreement (Wanda Sports Group Co LTD)
Procedure for transfer. (aA) Subject to the conditions set out in Clause 24.2 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b(C) below when the Senior Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Senior Lender and the New Senior Lender. The Senior Agent shall, subject to paragraph (B) below, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(bB) On The Senior Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Transfer DateExisting Senior Lender and the New Senior Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Senior Lender.
(C) Subject to Clause 24.7 (Pro rata interest settlement), on any Business Day:
(i1) to the extent that in the Transfer Certificate the Existing Senior Lender seeks to transfer by novation its rights and obligations under the Finance Transaction Documents each of the Obligors Borrower and the Existing Senior Lender shall be released from further obligations towards one another under the Finance Transaction Documents and their respective rights against one another under the Finance Transaction Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii2) each of the Obligors Borrower and the New Senior 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 the Borrower and the New Senior Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Senior Lender, respectively;
(iii3) the Senior Agent, the Arranger, the New Senior Lender and other Senior Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Senior Lender been an Original Senior Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger Senior Agent and the Existing Senior Lender shall each be released from further obligations to each other under the Finance Transaction Documents; and
(iv4) the New Senior Lender shall become a Party as a “Senior Lender”.
Appears in 1 contract
Sources: Senior Facility Agreement (Encore Capital Group Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 Mandated Lead Arranger, the New Lender and Lender, the other Lenders and the Fronting Bank 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 transfer and to that extent the Agent, the Arranger Mandated Lead Arranger, the Fronting Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (aA) Subject to the conditions set out in Clause 24.2 clause 38.2 (Conditions of assignment and transfer or transferchange in Facility Office) a transfer is effected in accordance with paragraph (bB) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer CertificateCertificate on behalf of the other Finance Parties and the Obligors as well as itself, and notify Kosmos of the date of the transfer and name of the New Lender. Back Each Finance Party and each Obligor irrevocably authorises the Facility Agent to Contentssign such a Transfer Certificate on its behalf.
(bB) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility Agent, the each Mandated Lead Arranger, the New Lender and the other Lenders Finance Parties 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 transfer and to that extent the Agent, the Arranger such Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Deed of Amendment and Restatement (Kosmos Energy Ltd.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph Clause 21.4 (b) below when the Agent Lender executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent Lender shall, subject to Clause 21.4 (b) below, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) The Lender shall only be obliged to execute a Transfer Certificate delivered to the New Lender once it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower 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 it would have acquired and assumed had the New Lender been an Original the Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other the Borrower under the Finance Documents; and.
(iv) the Borrower and Facility Agent agree to accept the assignment of a New Lender upon being notified by the Lender of such assignment and the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Term Loan Facility Agreement (Sterlite Industries (India) LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) Section 11.6.2 a transfer is effected in accordance with paragraph (bc) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate 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 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 Transfer Certificate. Back to Contents.
(b) Administrative Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) On the Transfer Date:
(iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Loan Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Loan Documents and their respective rights against one another under the Finance Loan Documents shall be cancelled (being the “Discharged Rights and Obligations”); provided that (i) such Existing Lender shall continue to be entitled to the benefits of (and subject to the obligations and limitations of) Article IV and Section 11.4 and to any fees payable hereunder that have accrued for such Existing Lender’s account but have not yet been paid and (ii) unless otherwise agreed by Borrower, such Existing Lender shall continue to be obligated to pay to Borrower any amount required to be refunded pursuant to Section 3.5.1;
(iiB) each of the Obligors 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 that Obligor Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor Borrower and the Existing Lender;
(iiiC) the Administrative 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 original Lender under this Agreement with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger Administrative Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Loan Documents; and
(ivD) the New Lender shall become a Party as a “Lender.”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (aA) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) 23.3 a transfer is effected in accordance with paragraph (bB) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable by the later of (i) the fifth Business Day after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this AgreementAgreement and (ii) the Transfer Date specified in that Transfer Certificate, execute that Transfer Certificate. Back to Contents.
(bB) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 ArrangerArrangers, 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 a Lender at the date of this Agreement with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party party to this Agreement as a “"Lender”".
(C) In the case of an assignment, the New Lender shall ensure that the relevant transfer agreement is notified by bailiff (huissier) to the Parent and Havas Advertising International S.A. in accordance with article 1690 of the French Civil Code.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed Transfer Certificate 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 Transfer Certificate. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On The Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender 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 transfer to such New Lender.
(c) Subject to Clause 23.12 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security 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 the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 ArrangerMLABs, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original original party hereto as a Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger MLABs, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
(d) The procedure set out in this Clause 23.5 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any laws or regulations applicable thereto, provide for or require a different means of transfer of such right or obligation or prohibit or restrict any transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 1 contract
Sources: Facility Agreement (PCGI Intermediate Holdings LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate (in triplicate) delivered to it by the Existing Lender and the New LenderLender no less than ten (10) Business Days prior to the proposed Transfer Date. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Facility 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 transfer and to that extent the Facility Agent, the Arranger Arranger, and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facility Agreement (PT Indosat TBK)
Procedure for transfer. (a) 20.5.1 Subject to the conditions set out in Clause 24.2 clause 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) clause 20.5.2 below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) 20.5.2 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(iib) 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;
(iiic) 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower 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 original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (Sterlite Industries (India) LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 10.1.1 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent and Security Trustee executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent and Security Trustee shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents
42 <PAGE> (b) On the Transfer Date:
: (i) to the extent that in the Transfer Certificate Certificate, the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
; (ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
; (iii) the AgentAgent and Security Trustee, 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 transfer and to that extent the AgentAgent and Security Trustee, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
and (iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Term Facility Agreement
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) 18.2 a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower 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 transfer and to that extent the Agent, the Arranger Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Wassa Project Facility Agreement (Golden Star Resources LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back Certificate and send a copy to Contentsthe Borrower.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 the other Lenders 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facility Agreement (Chartered Semiconductor Manufacturing LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 24.3 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed 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 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 Transfer Certificate. Back to Contents.
(b) On The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
c) on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “"Discharged Rights and Obligations”");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Agent, the Arranger, the Co-ordinator, 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in this Clause 24.2 (Conditions of assignment or transfer) 23 a transfer is effected in accordance with paragraph (b) below when the Agent executes and the Borrower execute an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent and the Borrower shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Agent, the Arranger, the Security Trustee, 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 transfer and to that extent the Agent, the Arranger Arranger, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
(c) Notwithstanding anything to the contrary in this Clause 23, the rights of the Lenders to make assignments or transfers of, and grant participations in, any or all of its Commitments or any Loan, or any interest therein, herein or in any other Liabilities owed to any such Lender, shall be subject to the approval of any applicable gaming authorities, to the extent required by law and to the extent failure to obtain such approval could jeopardize the Casino License or any other gaming licenses of the Borrower or any of its parents or Affiliates.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in this Clause 24.2 (Conditions of assignment or transfer) 24 a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another (other than under the Finance Documents Notes and the Loans they represent) shall be cancelled (being the “Discharged Rights and Obligations”"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 Facility Agent, the ArrangerMandated 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 transfer and to that extent the Facility Agent, the Arranger Mandated Lead Arrangers, and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (ai) Subject to the conditions set out in Clause 24.2 35.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bii) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(bii) On the Transfer Date:
(iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation assignment and assumption its rights (the "Transferred Rights") and obligations (the "Transferred Obligations") under the Finance Documents and in respect of the Transaction Security each of the Obligors and Kronos Denmark and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under in respect of the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”)Transaction Security;
(iiB) the Transferred Rights of the Existing Lender shall be transferred to the New Lender and the Transferred Obligations of the Existing Lender shall be assumed by the New Lender so that each of the Obligors and Kronos Denmark and the New Lender shall assume have those obligations and/ or rights 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 Lenderanother;
(iiiC) the Agent, the Mandated Lead Arranger, the Security Agent, the New Lender and Lender, the other Lenders and the Fronting Bank shall acquire have the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had, had the New Lender been an Original Lender with the rights and/or obligations acquired transferred to or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and Mandated Lead Arranger, the Existing Lender and the Fronting Bank shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(ivD) the New Lender shall become a Party as a “"Lender”". For the avoidance of doubt it is hereby agreed that the benefit of the guarantees and indemnities granted pursuant to Clause 29 (Guarantee and Indemnity) and the benefit of each of the Security Documents shall be transferred to the New Lender following a transfer pursuant to this Clause 35.
Appears in 1 contract
Sources: Third Amendment Agreement (Kronos International Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 20.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) The Facility Agent shall not be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender 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 transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility 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 the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
(d) The procedure set out in this Clause 20.4 shall not apply to any right or obligation under any Finance Document (other than this Agreement) if and to the extent its terms, or any applicable laws or regulations applicable thereto, provide for or require a different means of assignment or transfer of such right or obligation or prohibit or restrict any assignment or transfer of such right or obligation, unless such prohibition or restriction shall not be applicable to the relevant assignment or transfer or each condition of any applicable restriction shall have been satisfied.
Appears in 1 contract
Sources: Term Loan Facility Agreement (China Security & Surveillance Technology, Inc.)
Procedure for transfer. (a) Subject to this Clause 23 (Changes to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) Finance Parties), a transfer is effected on the Transfer Date in accordance with paragraph (bc) below when the Agent New Lender and Existing Lender executes an otherwise duly completed Transfer Certificate Certificate, and a Recognition Deed is executed by each other Party (including the Security Trustee) and delivered to it by the Existing Lender and the New LenderLender to the Lenders. The Agent Subject to this Clause 23 (Changes to the Finance Parties), the Lender shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and Recognition Deed appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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, Finance Parties and 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 original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) if the New Lender is not already a Party as “Lender”, the New Lender shall become a Party as a “Lender”.
(c) A transfer will only be effective if the procedure set out in this Clause 23.3 (Procedure for Transfer) is complied with.
(d) On the Transfer Date, the Existing Lender shall notify the Security Trustee to update the Register to reflect the transfer of corresponding Loan Notes and, if applicable, the details of the New Lender. The Security Trustee shall, as soon as reasonably practical upon being notified, update the Register and notify the Borrower thereof.
Appears in 1 contract
Sources: Senior Loan Note Subscription Agreement (Tritium DCFC LTD)
Procedure for transfer. (a) 26.5.1 Subject to the conditions set out in Clause 24.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below Clause 26.5.3 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, shall as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back .
26.5.2 The Agent shall only be obliged to Contentsexecute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(b) 26.5.3 On the Transfer Date:
(iA) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(iiB) 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;
(iiiC) the Agent, the Arranger, existing Finance Parties and 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 transfer and to that extent the Agent, the Arranger existing Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(ivD) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Secured Revolving Loan and Letter of Credit Facility Agreement (Endeavour International Corp)
Procedure for transfer. (aA) Subject If a Lender (an "Existing Lender") wishes to transfer any rights and/or obligations under the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected Finance Documents in accordance with paragraph clause 21.1 (bAssignments and transfers by the Lenders) below when such transfer will only be effective if the Agent executes an otherwise duly completed receives three executed copies of a Transfer Certificate delivered to it signed by the Existing Lender Lender(s) and the New LenderLender(s) at least 7 Business Days prior to the proposed Transfer Date specified in the Transfer Certificate (or such shorter period agreed by the Agent). The Agent shall, as As soon as reasonably practicable after its receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, the Agent shall execute that Transfer Certificate. Back to Contents.
(bB) On the Transfer Date:Date specified in the Transfer Certificate (or if later, on 45 Simmons & Simmons the date on which the Agent executes ▇▇▇ ▇▇▇nsf▇▇ ▇▇▇▇ificate):
(i1) to the extent that the Existing Lender(s) elect(s) in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of Documents, the Obligors Borrower and the Existing Lender Lender(s) shall each be released from further obligations towards one another under to the Finance Documents other and their respective rights against one another under the Finance Documents shall be each other cancelled (being except for rights accrued before the “Discharged Rights and Obligations”date on which the Transfer Certificate takes effect);
(ii2) each of the Obligors Borrower and the New Lender Lender(s) shall acquire rights against each other and assume obligations towards one another and/or acquire rights against one another each other which differ from the Discharged Rights rights and Obligations obligations so cancelled and released only insofar as that Obligor the Borrower and the New Lender Lender(s) have acquired and assumed and/or acquired the same them in place of that Obligor the Borrower and the Existing LenderLender(s);
(iii3) the Agent, New Lender(s) and the Arranger, the New Lender and other Lenders Finance Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender Lender(s) been an Original Lender original parties to the Finance Documents as Lender(s) with the rights and/or and obligations acquired or and assumed by it as a result of the such transfer and (and, to that extent the Agentextent, the Arranger Existing Lender(s) and the Existing Lender Finance Parties shall each be released from further obligations to each other under the Finance Documents); and
(iv4) the New Lender Lender(s) shall become a Party party to the Finance Documents as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (PCCW LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Facility Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Facility Documents and their respective rights against one another under the Finance Facility Documents shall be cancelled (being the “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 Facility Agent, the Security 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 transfer and to that extent the Facility Agent, the Security Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Facility Documents; and
(iv) the New Lender shall become a Party as a “Lender”, and the rights of the Existing Lender under the Security Documents shall inure to the benefit of the New Lender and the Register shall be amended accordingly.
(c) Any assignment or transfer under this Clause 23 shall, for the purposes of Italian law, be deemed to constitute a cessione del contratto.
Appears in 1 contract
Sources: Facility Agreement (Centerpulse LTD)
Procedure for transfer. (a) Subject to this Clause 23 (Changes to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) Finance Parties), a transfer is effected on the Transfer Date in accordance with paragraph (bc) below when the Agent New Lender and Existing Lender executes an otherwise duly completed Transfer Certificate, and a Recognition Certificate is executed by each other Party (including the Security Trustee) and delivered to it by the Existing Lender and the New LenderLender to the Lenders. The Agent Subject to this Clause 23 (Changes to the Finance Parties), the Lender shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and Recognition 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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, Finance Parties and 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 transfer and to that extent the Agent, the Arranger Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) if the New Lender is not already a Party as “Lender”, the New Lender shall become a Party as a “Lender”.
(c) A transfer will only be effective if the procedure set out in this Clause 23.3 (Procedure for Transfer) is complied with.
Appears in 1 contract
Sources: Senior Loan Note Subscription Agreement (Tritium DCFC LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment to Assignment or transferTransfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate (in triplicate) delivered to it the Facility Agent not less than five (5) Business Days prior to the proposed Transfer Date by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back The Facility Agent shall as soon as practical send a copy of such executed Transfer Certificate to Contentsthe Borrower.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility Agent, the ArrangerJointed Coordinators, the New Lender and the 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 transfer and to that extent the Facility Agent, the Arranger Jointed Coordinators and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facility Agreement (Tiffany & Co)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 26.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and the Agent has recorded the transfer to the New Lender in the Register. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer CertificateCertificate on behalf of the other Finance Parties and the Obligors as well as itself. Back Each Finance Party and each Obligor irrevocably authorises the Agent to Contentssign such a Transfer Certificate on its behalf.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
(c) For the avoidance of doubt, the Parties agree that any novation effected in accordance with this Clause shall constitute a novation (novation) within the meaning of Article 1271 et seq. of the French Civil Code, provided that notwithstanding any such novation, all the rights of the Finance Parties against any Guarantor shall be maintained.
Appears in 1 contract
Sources: Term and Revolving Facilities Agreement (Sodexho Alliance S A)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower 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 transfer and to that extent the Agent, the Arranger Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Term Facility Agreement (Sterlite Industries (India) LTD)
Procedure for transfer. (a) 25.5.1 Subject to the conditions set out in Clause 24.2 clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) 25.5.2 On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(iib) 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;
(iiic) 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(ivd) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after shall within five Business Days of receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"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 ArrangerArrangers, 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 transfer and to that extent the Agent, the Arranger Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (International Flavors & Fragrances Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:: Back to Contents
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (Intercontinental Hotels Group PLC /New/)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Revolving Lender and the New Revolving Lender. The Administrative Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Revolving Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Credit Parties and the Existing Revolving Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors Credit Parties and the New Revolving 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 Credit Party and the New Revolving Lender have assumed and/or acquired the same in place of that Obligor Credit Party and the Existing Revolving Lender;
(iii) the AgentAgents, the ArrangerIssuing Banks, the Arrangers, the New Revolving Lender and other Revolving Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Revolving Lender been an Original Revolving Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the AgentAgents, the Arranger Issuing Banks, the Arrangers and the Existing Revolving Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Revolving Lender shall become a Party as a “"Revolving Lender”".
Appears in 1 contract
Sources: Revolving Credit Agreement (Pride International Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 26.2 (Conditions of assignment or transfer) a transfer (Vertragsubernahme) is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their its respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Facility Agent, the Arranger, the Security Agent, the New Lender and the 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 transfer and to that extent the Facility Agent, the Arranger Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facilities Agreement (Corporate Property Associates 17 - Global INC)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. A02583129/5.0/05 Feb 2003 Back to Contents
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor Borrower 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (Chartered Semiconductor Manufacturing LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 22.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate 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 (but, in any event, no earlier than five Business Days) after receipt by it of a duly completed Transfer Certificate 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 Transfer Certificate. Back to ContentsAgreement.
(b) On The Facility Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender upon its completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender.
(c) By virtue of the execution of a Transfer Agreement, as from the Transfer Date:
(i) to the extent that in the Transfer Certificate Agreement the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Financing Documents each of the Obligors and the Existing Lender shall be released discharged to the extent provided for in the Transfer Agreement from further obligations towards one another the Borrower and the other Finance Parties under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”)Financing Documents;
(ii) each the rights and obligations of the Obligors and Existing Lender with respect to the Borrower shall be transferred to the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from Lender, to the Discharged Rights and Obligations only insofar as that Obligor and extent provided for in the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing LenderTransfer Agreement;
(iii) the Facility Agent, the ArrangerMandated Lead Arrangers, the New Lender and other Lenders shall acquire have the same rights and assume the same obligations between themselves as they would have acquired and assumed had had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by to which it is entitled and subject as a result of the transfer and to that extent the Facility Agent, the Arranger Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Financing Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Credit Agreement (France Telecom /)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New LenderLender and the transfer is recorded by the Agent on the Register. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors (which term shall include for the purposes of this Clause 25.5 the Company and Newco 2) and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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 ArrangerSecurity Trustee, the Arrangers, the New Lender and Lender, the other Lenders and any relevant Fronting Banks and any relevant Ancillary Lender 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 transfer and to that extent the Agent, the Arranger Security Trustee, the Arrangers, any relevant Fronting Banks, any Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Senior Facilities Agreement (Messer Griesheim Holding Ag)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrowers and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors Borrowers 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 Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor Borrower 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 27.2 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (bc) below when the Facility Agent executes an otherwise duly completed Transfer Certificate 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 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 Transfer Certificate. Back to Contents.
(b) On The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) Subject to Clause 27.8 (Pro rata interest settlement), on the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Transaction 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 Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;
(iii) the Facility Agent, the Security Agent, the Mandated Lead Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security 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 transfer and to that extent the Facility Agent, the Security Agent, the Mandated Lead Arranger and the Existing Lender Lenders shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 AgentAgents, the ArrangerMandated 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 transfer and to that extent the each Agent, the Arranger Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; andand Table of Contents
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 21.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (bc) below when the Agent executes an otherwise duly completed 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 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 Transfer Certificate. Back to Contents.
(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Agent, the Arranger, the New Lender and the 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facility Agreement (AstraZeneca Biopharmaceuticals Inc.)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 ArrangerArrangers, 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 transfer and to that extent the Agent, the Arranger Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Sources: Facilities Agreement (Bunge LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “"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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (a1) Subject to the conditions set out in Clause 24.2 24.3 (Conditions of assignment or transfer) ), a transfer is effected in accordance with paragraph (b) below Clause 24.3 when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to ContentsCertificate for itself and on behalf of the other Parties (apart from the Existing Lender).
(b2) On the Transfer Date:
(ia) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors Chargor and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under (the Finance Documents "DISCHARGED RIGHTS AND OBLIGATIONS") shall be cancelled (being the “Discharged Rights and Obligations”)cancelled;
(iib) each of the Obligors Chargor 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 Chargor and the New Lender have assumed and/or acquired the same in place of that Obligor Chargor and the Existing Lender;
(iiic) the Agent, the ArrangerAdministrative Parties, the New Lender and the 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 a Lender under this Agreement from its execution with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger Administrative Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(ivd) the New Lender shall become a Party as a “"Lender”".
(3) The Agent shall promptly notify the Borrower and the Lenders of its receipt and execution of any Transfer Certificate.
Appears in 1 contract
Sources: Facility Agreement (Corporate Property Associates 16 Global Inc)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility Agent, the Mandated Lead 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 transfer and to that extent the Facility Agent, the Mandated Lead Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (ai) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(bii) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"DISCHARGED RIGHTS AND OBLIGATIONS");
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Agent, the ArrangerICICI Bank, 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 transfer and to that extent the Agent, the Arranger ICICI Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Sources: Facility Agreement (Sterlite Industries (India) LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 (( Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:: Back to Contents
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation 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 their respective rights against one another under the Finance Documents shall be cancelled (being the “" 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 transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “"Lender”".
Appears in 1 contract
Procedure for transfer. (a) Subject to this Clause 23 (Changes to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) Finance Parties), a transfer is effected on the Transfer Date in accordance with paragraph (bc) below when the Agent New Lender and Existing Lender executes an otherwise duly completed Transfer Certificate Certificate, and a Recognition Deed is executed by each other Party (including the Security Trustee) and delivered to it by the Existing Lender and the New LenderLender to the Lenders. The Agent Subject to this Clause 23 (Changes to the Finance Parties), the Lender shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate and Recognition Deed appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents Documents, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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, Finance Parties and 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 transfer and to that extent the Agent, the Arranger Finance Parties and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) if the New Lender is not already a Party as “Lender”, the New Lender shall become a Party as a “Lender”.
(c) A transfer will only be effective if the procedure set out in this Clause 23.3 (Procedure for Transfer) is complied with.
(d) On the Transfer Date, the Existing Lender shall notify the Security Trustee to update the Register to reflect the transfer of corresponding Loan Notes and, if applicable, the details of the New Lender. The Security Trustee shall, as soon as reasonably practical upon being notified, update the Register and notify the Borrower thereof.
Appears in 1 contract
Sources: Senior Loan Note Subscription Agreement (Tritium DCFC LTD)
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (b) below when the Administrative Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender and the New Lender agrees to be bound by the terms of the Debenture by complying with the procedure set out in Clause 23.1 (Assignments and transfers by the Lender). The Administrative Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) The Administrative Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it and the Security Trustee have complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);
(ii) each of the Obligors 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 that Obligor the Borrower and the New Lender have assumed and/or acquired the same in place of that Obligor the Borrower and the Existing Lender;
(iii) the Account Agent, the ArrangerAdministrative Agent, the Insurance Agent, the Technical Agent, the Security Trustee and 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 the Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Account Agent, the Arranger Administrative Agent, the Insurance Agent, the Technical Agent, the Security Trustee and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in Clause 24.2 26.2 (Conditions of assignment or transferCONDITIONS OF ASSIGNMENT OR TRANSFER) a transfer (VERTRAGSUBERNAHME) is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security 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 the Transaction Security and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”"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 ArrangerArrangers, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security 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 transfer and to that extent the Agent, the Arranger Arrangers, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”"LENDER".
Appears in 1 contract
Procedure for transfer. (a) Subject to the conditions set out in this Clause 24.2 (Conditions of assignment or transfer) 25 a transfer is effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed 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 Transfer Certificate. Back to Contents.
(b) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents by novation, each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “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 Facility Agent, the ArrangerMandated Lead Arrangers, the Bookrunners, 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 transfer and to that extent the Facility Agent, the Arranger Mandated Lead Arrangers, the Bookrunners and the Existing Lender shall each be released from further obligations to each other under the Finance Documentsthis Agreement; and
(iv) the New Lender shall become a Party as a “Lender”.
Appears in 1 contract