The Transferee Sample Clauses
The "Transferee" clause defines the party that receives rights, obligations, or interests under an agreement, typically as a result of an assignment or transfer. In practice, this clause identifies who the transferee is, outlines the conditions under which a transfer can occur, and may specify any requirements or limitations on the transferee's rights. For example, it might state that the transferee must meet certain qualifications or obtain consent from the original parties. The core function of this clause is to ensure clarity and legal certainty regarding who may step into the shoes of an original party, thereby preventing disputes over the validity or scope of transferred rights and obligations.
The Transferee. (a) confirms that it has received a copy of the Loan Agreement together with such other documents and information as it has requested in connection with this transaction;
(b) confirms that it has not relied and will not rely on the Existing Lender to check or enquire on its behalf into the legality, validity, effectiveness, adequacy or completeness of any such documents or information;
(c) confirms and agrees that it has not relied and will not rely on any of the Existing Lender, the Agents, or the other Lenders to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affair, status or nature of the Borrower or any other party to the Security Documents, and has not relied and will not rely on any of the Existing Lender, the Agents or the other Lenders to ensure that the Borrower or any other party to the Security Documents are not in breach of or default under any of the same;
(d) if not already a Lender, appoints the Agents to act as its agents as provided in the Loan Agreement and the Security Trustee Deed and agrees to be bound by the Loan Agreement (including, but not limited to, Clause 15 (Transfer)); and
(e) confirms that it shall not, by virtue of the transfer effected by this Transfer Certificate or otherwise, have or acquire any right or interest in the Floor Guarantee, the entire benefit of which is and will remain vested in MC1 for its own account absolutely.
The Transferee. (a) confirms that it has received a copy of the Loan Agreement and each other Finance Document;
(b) agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Arranger, the Account Bank, the Security Trustee or any Lender or the Swap Bank in the event that:
(i) the Finance Documents prove to be invalid or ineffective,
(ii) the Borrower or any other Security Party fails to observe or perform its obligations, or to discharge its liabilities, under the Finance Documents;
(iii) it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or any other Security Party under the Finance Documents;
(c) agrees that it will have no rights of recourse on any ground against the Agent, the Arranger, the Account Bank, the Security Trustee or any Lender or the Swap Bank in the event that this Certificate proves to be invalid or ineffective;
(d) warrants to the Transferor and each Relevant Party (i) that it has full capacity to enter into this transaction and has taken all corporate action and obtained all official consents which it needs to take or obtain in connection with this transaction; and (ii) that this Certificate is valid and binding as regards the Transferee; and
(e) confirms the accuracy of the administrative details set out below regarding the Transferee; and
(f) agrees to be responsible for all legal and other costs (including without limitation, notarial fees, breakage costs and, if applicable, VAT) incurred by the Transferor with respect to documenting the transfer and perfecting any security.
The Transferee. (a) confirms that it has received a copy of the Loan Agreement;
(b) agrees that it will have no rights of recourse on any ground against either the Transferor, the Security Trustee or [the] [any] Lender in the event that (i) the Finance Documents prove to be invalid or ineffective, (ii) the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under the Finance Documents (iii) it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or any Security Party under the Finance Documents; (c) agrees that it will have no rights of recourse on any ground against the Security Trustee or [the] [any] Lender in the event that this Certificate proves to be invalid or ineffective; (d) warrants to the Transferor and each Relevant Party (i) that it has full capacity to enter into this transaction and has taken all corporate action and obtained all official consents which it needs to take or obtain in connection with this transaction; and (ii) that this Certificate is valid and binding as regards the Transferee; and (e) confirms the accuracy of the administrative details set out below regarding the Transferee.
The Transferee. (a) represents that it has received a copy of the Agreement together with such other documents and information as it has requested in connection with this transaction;
(b) represents that it has not relied and will not rely on the Transferor or any of the other Finance Parties to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such documents or information;
(c) agrees that it has not relied and will not rely on the Transferor or any of the other Finance Parties to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any party to any of the Finance Documents or the legality, validity, priority, adequacy, effectiveness or enforceability of any of the Finance Documents; and
(d) agrees that it will be bound by the provisions of the Agreement and the other Finance Documents and will perform in accordance with the terms of the Agreement and the other Finance Documents the obligations which by their terms are required to be performed by a Lender.
The Transferee represents that it has received a copy of the Agreement and copies of each Loan Supplement together with such other documents and information as it has requested in connection with this transaction;
The Transferee confirms that it has received a copy of the Loan Agreement together with such other documents and information as it has requested in connection with this transaction;
The Transferee. 2.1 represents and warrants that it has the power and capacity, and is legally authorized, to enter into this Agreement and that the performance of its obligations pursuant hereto and pursuant to the Royalty Agreement are not prohibited or restricted by any law binding upon or applicable to it; and
2.2 conrms that it has received a copy of the Royalty Agreement and that it shall, on and after the Transfer Date, be bound by the provisions of the Royalty Agreement as if it were an original signatory thereto and shall assume, comply with and perform fully, in accordance with the terms of the Royalty Agreement, all of the obligations of the Transferor which by the terms of the Royalty Agreement are required to be performed by the Transferor, to the extent of the Transferred Interest.
The Transferee. [ ] (whose registered office is at [ ])
The Transferee. (a) agrees to perform and comply with the obligations expressed to be imposed on it under the Agreement as a result of this Transfer Certificate taking effect;
(b) confirms its appointment of the Agent as its agent as provided in the Agreement and agrees to be bound by the Agreement; and
(c) warrants that it has received a copy of the Agreement together with such other documents and information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on any of the Lenders or the Agent to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that its has not relied and will not rely on any of the Lenders or the Agent to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower.
The Transferee. 1. represents that it has received a copy of the Agreement and copies of each Loan Supplement together with such other documents and information as it has requested in connection with this transaction; 143
2. represents that it has not relied and will not rely on the Transferor to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such documents or information; and
3. agrees that it has not relied and will not rely on any of the Transferor, the Agent or any of the Lenders to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any party to any of the Transaction Documents or the legality, validity, priority, adequacy, effectiveness or enforceability of any of the Transaction Documents.
4. represents that its has a credit rating with Standard and Poor's Corporation of at least BBB or a credit rating with Mood▇'▇ Investor Service Inc. of at least Baa2 or, in each case, the equivalent successor rating, and is not on negative credit watch to fall below such rating;
5. represents that it is able to file for either (i) US tax treaty benefits on a zero rate of withholding tax and agrees to provide US Internal Revenue Service Form 1001 (or its equivalent) to the Agent or (ii) exemption from withholding tax on income effectively connected with the conduct of a trade or business in the United States and agrees to provide US Internal Revenue Service Form 4224 (or its equivalent) to the Agent;
6. represents that it is neither resident in the United Kingdom for United Kingdom tax purposes nor controlled by persons who are so resident if the transfer hereunder would result in Advances of Lenders resident in the United Kingdom for United Kingdom tax purposes or controlled by persons whoa re so resident constituting fifty per cent. (50%) or more of the Advances as at the date of the proposed transfer;
7. represents that it is acquiring the Transferor's right, title and interest hereunder in the ordinary course of its lending business and not with any present view to the distribution thereof in violation of the registration requirements of the U.S. Securities Act of 1933, as amended, and that the transfer is in compliance with all applicable securities and other laws (if any); and
8. agrees that it will be bound by the provisions of the Facility Agreement and the other Transaction Documents and will perform in accordance with the terms o...