Prohibited Assignees Clause Samples
Prohibited Assignees. (A) No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons);
(B) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date on which the assigning ▇▇▇▇▇▇ entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless Holdings has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee that becomes a Disqualified Institution after the entry into such binding agreement (the date of such agreement, the “Trade Date”) (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), such assignee shall not retroactively be disqualified from becoming a Lender.
(C) If any assignment or participation is made to any Disqualified Institution without Holdings’ prior written consent in violation of Section 11.06(b)(vi)(B) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, in accordance with and subject to the provisions of Section 11.15, require such Disqualified Institution to assign all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee.
(D) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions
(A) will not
Prohibited Assignees. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons);
Prohibited Assignees. (i) No assignment or participation shall be made to, and no Term Loan, Incremental Term Loan or increase to the Revolving Committed Amount shall be provided by, any Person that was a Prohibited Assignee as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Credit Agreement to such Person or the applicable incremental commitment effective date, as the case may be (unless the Borrower has consented to such assignment or incremental commitment in writing in its sole and absolute discretion, in which case such Person will not be considered a Prohibited Assignee for the purpose of such assignment, participation or incremental commitment).
(i) If any assignment or participation is made to, or any incremental commitment is provided by, any Prohibited Assignee without the Borrower’s prior written consent in violation of clause (i) above, the Borrower may, at its sole expense and effort, upon notice to the applicable Prohibited Assignee and the Administrative Agent, (A) terminate the Commitment of such Prohibited Assignee and repay all obligations of the Borrower owing to such Prohibited Assignee in connection with such Commitment and/or (B) require such Prohibited Assignee to assign, without recourse (in accordance with and subject to the restrictions contained in this Section), all of its interest, rights and obligations under this Credit Agreement to one or more Eligible Assignees at the lesser of (x) the principal amount thereof and (y) the amount that such Prohibited Assignee paid to acquire such interests, rights and obligations, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.
(ii) Notwithstanding anything to the contrary contained in this Credit Agreement, Prohibited Assignees (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification 116 of, or any action under, and for the purpose of any direction to the Administrat...
Prohibited Assignees. In no event shall a Lessor transfer any interest or rights under this Lease to any Person that constitutes a "special purpose entity" (as defined in the Emerging Issues Task Force Bulletin No. 90-15 or in any subsequent publications of the Financial Accounting Standards Board).