Prohibition of Assignments and Transfers by Borrowers Clause Samples

The Prohibition of Assignments and Transfers by Borrowers clause prevents the borrower from transferring or assigning their rights or obligations under the agreement to another party without the lender’s prior consent. In practice, this means the borrower cannot sell, transfer, or delegate their loan or related responsibilities to someone else, such as another company or individual, unless the lender explicitly agrees. This clause ensures the lender maintains control over who is responsible for repaying the loan and managing the associated obligations, thereby protecting the lender from unwanted risks or changes in the borrower’s financial situation.
Prohibition of Assignments and Transfers by Borrowers. Borrowers shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrowers shall not suffer or permit the sale, transfer, lease (other than the Leases and in the ordinary course of business pursuant to a Standard Residential Lease and without material deviation from the pro forma rents previously provided by Borrowers to Lender), conveyance, alienation, pledge, assignment, encumbrance, hypothecation or other disposition (a “Transfer”) of (i) all or any portion of any Project or any portion of any other security for the Loan, (ii) all or any portion of any Borrower’s right, title and interest in and to any Project or any portion of any other security for the Loan, or (iii) any interest in Guarantor or any Borrower or any interest in any entity which holds an interest in, or directly or indirectly controls, any Borrower. Notwithstanding the provisions hereof to the contrary, Lender acknowledges that CHT Holding owns one hundred percent (100%) of the direct ownership interests in each Borrower. Further, any third party or combination of third parties which is not under common Control with, or an Affiliate of, CHT Holding shall be permitted to acquire direct or indirect ownership interests in Guarantor or any Borrower so long as no Change of Control occurs.
View SourceView Similar (4)
Prohibition of Assignments and Transfers by Borrowers. Borrowers shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Other than a Permitted Transfer, without the prior written consent of Agent, in Agent’s sole discretion, Borrowers shall not suffer or permit the sale, transfer, lease (other than the Operating Leases and in the ordinary course of business pursuant to residency agreements and without material deviation from the pro forma rents previously provided by Borrowers to Agent), conveyance, alienation, pledge, assignment, encumbrance, hypothecation or other disposition (a “Transfer”) of (i) all or any portion of any Project or any portion of any other security for the Loan, (ii) all or any portion of any Borrower’s right, title and interest in and to any Project or any portion of any other security for the Loan, or (iii) any interest in any Borrower or Operator or any interest in any entity which holds an interest in, or directly or indirectly controls, any Borrower or Operator.
View SourceView Similar (4)
Prohibition of Assignments and Transfers by Borrowers. Borrowers shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrowers shall not suffer or permit any Transfer other than a Permitted Transfer.
View SourceView Similar (3)
Prohibition of Assignments and Transfers by Borrowers. Partial Releases. (a) Borrowers shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Agent, in Agent’s sole discretion, Borrowers shall not suffer or permit the sale, transfer, lease (other than the Operating Leases and in the ordinary course of business pursuant to residency agreements and without material deviation from the pro forma rents previously provided by Borrowers to Agent), conveyance, alienation, pledge, assignment, encumbrance, hypothecation or other disposition (a “Transfer”) of (i) all or any portion of any Project or any portion of any other security for the Loan, (ii) all or any portion of any Borrower’s right, title and interest in and to any Project or any portion of any other security for the Loan, or (iii) any interest in Guarantor or any Borrower or any interest in any entity which holds an interest in, or directly or indirectly controls, any Borrower. Notwithstanding the provisions hereof to the contrary, Agent and the Lenders acknowledge that CHP Holding owns one hundred percent (100%) of the direct ownership interests in each Borrower. Further, any third party or combination of third parties which is not under common Control with, or an Affiliate of, CHP Holding shall be permitted to acquire direct or indirect ownership interests in Guarantor or any Borrower so long as no Change of Control occurs. (b) Notwithstanding the foregoing, Borrowers shall have the right at any time to obtain release of any Buyback Project from the liens securing the Notes upon making the respective payments set out hereunder and upon compliance with the following terms and conditions: (i) No Event of Default or event which with the passing of time and/or giving of notice will constitute an Event of Default exists or will exist after giving effect to the proposed release; (ii) Borrowers deliver to Agent for the benefit of the Lenders the Release Price for the applicable Project to be applied to the aggregate outstanding principal balance under the Notes; (iii) Agent shall have received evidence satisfactory to Agent that (a) the aggregate “as-is” value of the remaining Projects (based upon the Appraisals delivered to Agent in connection with the closing of the Loan) on a fee simple basis exceeds the aggregate Loan Amount, after giving effect to any pay down of the Loan in connection with the applicable release, such that the Loan Amount shall be less than or eq...
View Source
Prohibition of Assignments and Transfers by Borrowers 
View Source

Related to Prohibition of Assignments and Transfers by Borrowers

  • Assignments and transfers by the Lenders Subject to this Clause 23, a Lender (the “Existing Lender”) may: (a) assign any of its rights; or (b) transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

  • Assignments and Transfers 18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that Freedom is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations. Notwithstanding anything to the contrary in this Section, Freedom shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) Freedom pays all bills, past due and current, under this Agreement, or (2) Freedom’s assignee expressly assumes liability for payment of such bills. 18.2 In the event that Freedom desires to transfer any services hereunder to another provider of Telecommunications Service, or Freedom desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.

  • Waivers by Borrowers Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Credit Party, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 12 and such waivers, Agent and Lenders would decline to enter into this Agreement.