Conditions of assignment or transfer Sample Clauses

Conditions of assignment or transfer. (a) An Existing Lender must obtain the prior written consent of the Company (such consent not to be unreasonably withheld or delayed, provided that the Company shall be deemed to have given its consent five (5) Business Days after the Company is given notice of the request unless it is expressly refused by the Company within that period) before it may make an assignment or transfer in accordance with Clause 27.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender where such Affiliate is a Qualifying Bank; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) to any bank or financial institution on the Approved List which is a Qualifying Bank; or (iv) made at a time when an Event of Default is continuing. (b) In the event a Lender enters into an assignment or transfer without complying with the requirements of paragraph (a) above, neither its Commitments and/or participations (but only to the extent of such transfer or assignment) nor those of the relevant transferee or assignee shall be included for the purpose of calculating whether a certain percentage of Total Commitments or Utilisations has been obtained to approve an amendment, waiver or similar under any of the Finance Documents. (c) The Approved List may be amended with the prior written consent of the Agent (acting on the instruction of the Majority Lenders) and the Company. (d) For the avoidance of doubt, an amendment to the Approved List (including the removal of an institution from the Approved List), will be without prejudice to the effect of any assignment or transfer which is made in accordance with this Clause 27 (Changes to the Lenders) prior to the date of such amendment. (e) The amount of the Existing Lender’s Commitment assigned or transferred must be a minimum of USD 5,000,000 (or its equivalent in other currencies) unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; (iii) made at a time when an Event of Default is continuing; or (iv) of all of the relevant Existing Lender’s Commitment (and not part thereof). (f) For the purposes of paragraph (a) above: (i) in the case of concurrent assignments, releases and accessions by an Existing Lender to two or more Related Funds or Affiliates, the participations in respect of the Commitmen...

Conditions of assignment or transfer. (a) Subject to Clause 27.7 (Sub-participation), the prior consent of the Company is required for an assignment, transfer or sub-participation in accordance with Clause 27.1 (Assignments and Transfers by the Lenders) unless the assignment, transfer or sub-participation is: (i) to an Affiliate of the Lender which is assigning, transferring or sub-participating its rights and/or obligations; (ii) to another Lender or an Affiliate of another Lender, provided that if that assignment, transfer or sub-participation is in relation to any Revolving Facility, the other Lender or Affiliate of such Lender is an existing Lender under a Revolving Facility, or any revolving facility provided to an Affiliate of the Company; (iii) if the existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or (iv) made at a time when any Event of Default referred to in Section (1), (2), (5) or (10) of Schedule 15 (Event of Default) is continuing. (b) Other than in relation to any Revolving Facility, the consent of the Company to an assignment, transfer or sub-participation must not be unreasonably withheld or delayed and, other than in relation to any Revolving Facility, such consent shall be deemed to have been given if not declined in writing within 5 Business Days of a written request by any Lender to the Company. (c) Notwithstanding any other provision of this Agreement, the consent of each L/C Bank shall be required (such consent not to be unreasonably withheld or delayed) for any assignment, transfer or sub-participation of any Lender’s rights and/or obligations under the relevant Revolving Facility provided that in relation to any assignment, transfer or sub-participation required by the Company under Clause 9.4 (

Conditions of assignment or transfer. Notwithstanding any other term of this Agreement, each Lender must ensure that at all times its Overall Commitment is not less than: (a) its Swingline Commitment; or (b) if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.

Conditions of assignment or transfer. (a) The consent of the Guarantor is required for an assignment or transfer by the Lender, unless the assignment or transfer is to an Affiliate of the Lender or an Event of Default is continuing. (b) The consent of the Guarantor to an assignment or transfer must not be unreasonably withheld or delayed. The Guarantor will be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Guarantor within that time. (c) The consent of the Guarantor to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) If: (i) the Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or the Lender acting through its new Facility Office under Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender. (b) A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with. (c) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer a) The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:

Conditions of assignment or transfer. 20.2.1 The consent of the Parent is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. 20.2.2 The consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Parent within that time. 20.2.3 An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender. 20.2.4 A transfer will only be effective if the procedure set out in clause 20.5 (Procedure for transfer) is complied with. 20.2.5 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under clause 10 (Tax gross-up and indemnities) or clause 11 (Increased Costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. (a) The consent of the Company is required for an assignment or transfer by an Existing Lender, unless:

Conditions of assignment or transfer a) The consent of the Borrowers is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is: (i) to another Lender or an Affiliate of a Lender; (ii) to a reputable shipping bank or a reputable shipping financial institution which has a minimum rating of "BBB" at S&P or "Baa" at ▇▇▇▇▇'▇; or (iii) made at the time when an Event of Default is continuing. b) The consent of the Borrowers to an assignment or transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given consent five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. c) An assignment will only be effective on: (i) receipt by the Agent (whether in the Transfer Certificate or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. d) A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for transfer) is complied with.