Common use of Transfer and Assignment Clause in Contracts

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to any of Party A’s Affiliates whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, so long as (1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2) Party B will not be required to pay to the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such transfer or assignment, and (3) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such transfer or assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Party A may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or transfer in part, to any of its rights Affiliates of equivalent credit quality (or delegate any whose obligations are guaranteed by an entity of its duties hereunder equivalent credit quality) without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, to any (ii) such Affiliate is (A) a “United States person” (a “U.S. Person”) within the meaning of Party A’s Affiliates whose obligations hereunder Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes or (B) not a U.S. Person and each payment that will be received by it under the Agreement are guaranteed by will be treated as effectively connected with its conduct of a trade or business within the ultimate parent United States within the meaning of Party ASection 864(c) of the Code (a “Non-U.S. ECI Entity”), or to any of Party A’s Affiliates with (iii) as a credit rating at the time result of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, so long as (1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2x) Party B will not be required to pay or deliver to the transferee on any payment date or delivery date an amount in respect of an Indemnifiable Tax (including, without limitation, under Section 2(d)(i)(4) of the Agreement Agreement) or a number of Shares, as applicable, greater than the amount in respect or the number of which Shares, respectively, that Party B would have been required to pay or deliver to Party A in the absence of such transfer or assignment, and assignment and (3y) Party B will not be entitled to receive a from the transferee on any payment from which date or delivery date an amount has been withheld or deducted on account of a Tax (including, without limitation, under Section 2(d)(i2(d)(i)(4) of the Agreement in excess Agreement) or a number of Shares, as applicable, lesser than the amount or the number of Shares, respectively, that which Party A would have been required to so withhold pay or deduct deliver, as the case may be, to Party B in the absence of such transfer and assignment, and (iv) the transferee provides the tax documentation and makes the tax representations of Party A specified in Section 4 under the heading “Tax Matters” on or assignmentprior to such transfer. Notwithstanding any other provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes or a Non-U.S. ECI Entity to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the any Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely only to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the Party A or its ultimate parent entity or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2) Party B will not neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any affiliate of Party A’s Affiliates A whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A▇▇▇▇▇▇ ▇▇▇▇▇▇▇, so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such transfer assignment or assignment, and transfer; (3c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely only to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any affiliate of Party A’s Affiliates A whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A▇▇▇▇▇▇ ▇▇▇▇▇▇▇, so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such transfer assignment or assignment, and transfer; (3c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent to any affiliate of Party B, to any of Party A’s Affiliates A whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent of Party A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, A so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such transfer assignment or assignment, and transfer; (3c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder without the prior written consent of Party B, to (i) any affiliate of Party A’s Affiliates , whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by the ultimate parent Bank of America Corporation or (ii) any affiliate of Party A, A with a long-term issuer rating equal to or to any better than the credit rating of Party A’s Affiliates with a credit rating A at the time of such transfer assignment or assignment at least equal to the credit rating of the ultimate parent of Party transfer; provided that (A, so long as (1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2) Party B will not neither (x) be required to pay to the transferee an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than under the amount in respect law as of which Party B would have been required to pay Party A in the absence date of such the transfer or assignment, and nor (3y) Party B will not receive a payment from which an amount has been deducted or withheld for or deducted on account of a any Tax under Section 2(d)(i) in respect of which the Agreement in excess of that which Party A would have been other party is not required to so withhold or deduct pay an additional amount, in the absence either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Party A may assign or transfer any of its rights or delegate any of its duties hereunder hereunder, without the prior written consent of Party B, to any affiliate of Party A’s Affiliates A whose obligations hereunder and under the Agreement are guaranteed by the ultimate parent Bank of Party A, or to any of Party A’s Affiliates with a credit rating at the time of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party AAmerica Corporation, so long as (1a) such assignee or transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, ; (2b) Party B will not be required to pay to the such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such transfer assignment or assignment, and transfer; (3c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such transfer assignment or assignmenttransfer; and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction this Transaction, and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely to the extent of any such performance.

Transfer and Assignment. Party A may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or transfer in part, to any of its rights affiliates which has at the time of the assignment or delegate any transfer a senior unsecured debt rating by at least one of its duties hereunder ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Party A of equivalent credit quality (or whose obligations are guaranteed by an entity of equivalent credit quality) without the prior written consent of Party B; provided that such transfer and/or assignment shall be permitted only so long as (i) an Event of Default or Termination Event will not occur as a result of such transfer or assignment, to any (ii) such affiliate is a “United States person” (a “U.S. Person”) within the meaning of Party A’s Affiliates whose obligations hereunder and under Section 7701(a)(30) of the Agreement are guaranteed by U.S. Internal Revenue Code of 1986, as amended (the ultimate parent of Party A“Code”), or to any of Party A’s Affiliates with for U.S. federal income tax purposes, (iii) as a credit rating at the time result of such transfer or assignment at least equal to the credit rating of the ultimate parent of Party A, so long as (1) such transferee or assignee is organized under the laws of the United States, any State thereof or the District of Columbia, (2x) Party B will not be required to pay or deliver to the transferee such affiliate on any payment date or delivery date an amount in respect of an Indemnifiable Tax (including, without limitation, under Section 2(d)(i)(4) of the Agreement Agreement) or a number of Shares, as applicable, greater than the amount in respect or the number of which Shares, respectively, that Party B would have been required to pay or deliver to Party A in the absence of such transfer or assignment, and/or assignment and (3y) Party B will not be entitled to receive a from such affiliate on any payment from which date or delivery date an amount has been withheld or deducted on account of a Tax (including, without limitation, under Section 2(d)(i2(d)(i)(4) of the Agreement in excess Agreement) or a number of Shares, as applicable, less than the amount or the number of Shares, respectively, that which Party A would have been required to so withhold pay or deduct deliver, as the case may be, to Party B in the absence of such transfer and assignment (as a result of a requirement for such affiliate to deduct or assignment. withhold tax or otherwise), (iv) such affiliate provides the tax documentation and makes the tax representations (updated to reflect the taxpayer identification number of such affiliate) of Party A specified in Section 4 under the heading “Tax Matters” (substituting such affiliate for Party A for purposes of such provisions) on or prior to the effective time of such transfer or assignment and at such later times specified in Section 4 and (v) such assignment or transfer will not cause a deemed exchange of the Transaction under Section 1001 of the Code for Party B. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates that is a U.S. Person for U.S. federal income tax purposes to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B solely only to the extent of any such performance. 16 Insert for BofA and ▇▇▇▇▇▇. 17 Insert for JPM.