Ares Consent and Covenant Sample Clauses

Ares Consent and Covenant. (a) Unless this Agreement is terminated pursuant to Section 8.1(d) in which case, for the avoidance of doubt, this Section 9.15 shall be null and void ab initio and shall not survive termination of this Agreement, Ares hereby irrevocably consents to the issuance of the Series B Preferred Stock contemplated by this Agreement for purposes of Section 6(b) of the Original Series B COD and waives its redemption right under Section 7(a) thereof with respect to such issuance.
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Ares Consent and Covenant. Unless this Agreement is terminated pursuant to Section 8.1 in which case, for the avoidance of doubt, this Section 9.16 shall be null and void ab initio and shall not survive termination of this Agreement, Ares hereby irrevocably consents to the issuance of Series B-3 Preferred Stock, the Warrants and the other warrants to purchase Common Stock contemplated by this Agreement, the Rights Offering Agreement and the Series A Preferred Exchange Agreement, the filing of the Amended and Restated B-1 and B-2 Certificates and the filing of the Series B-3 COD for purposes of (i) Section 6(b) of the Series B-1 COD and waives its redemption right under Section 7(a) thereof and (ii) Section 6(b) of the Series B-2 COD and waives its redemption right under Section 7(a) thereof with respect to such transactions.
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Related to Ares Consent and Covenant

  • Agreement and Covenants The Investor shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Unless the Issuer receives written notification to the contrary at the Closing, the Issuer shall be entitled to assume that the preceding is accurate in all respects at the Closing.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Reaffirmation of Representations and Warranties/Further Assurances After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

  • Waiver and Consent No consent or waiver, express or implied, by either party to or of any breach or default by the other party of any or all of its obligations under this Agreement will be valid unless it is in writing and stated to be a consent or waiver pursuant to this section.

  • Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.

  • Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;

  • Further Assurances and Post-Closing Covenants (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents.

  • Affirmation and Consent The Administrative Agent shall have received, with counterparts for each Lender, a duly executed copy of an Affirmation and Consent, dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, duly executed and delivered by each of the Loan Parties (other than the Borrowers).

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