Authorizations and Facility Provider Agreements Sample Clauses

Authorizations and Facility Provider Agreements. (a) Subject to the terms of Section 2.4(c), each Agent agrees that it has no Lien in the Authorizations or the Facility Provider Agreements, and that the Landlord is entitled to manage the Authorizations and the Facility Provider Agreements in its sole and absolute discretion, and without any obligation to give any Agent prior notice thereof, and the Landlord will have no liability to any Agent for, and each Agent will waive any claim it may now or hereafter have against the Landlord arising out of, any or all actions that the Landlord takes or omits to take with respect to such Authorizations or Facility Provider Agreements or any portion thereof. (b) Notwithstanding any provision in the Credit Agreements, the Security Agreements or any other Loan Documents to the contrary, the Loan Collateral does not include any of the Authorizations or the Facility Provider Agreements and (i) each ABL Agent hereby irrevocably releases any Lien it may have in the Authorizations and the Facility Provider Agreements under the ABL Credit Agreement, the ABL Security Agreement or any other ABL Loan Document, and (ii) the Term Loan Agent hereby irrevocably releases any Lien it may have in the Authorizations and the Facility Provider Agreements under the Term Loan Agreement, the Term Loan Security Agreement or any other Term Loan Document. Each Agent shall, at the request of the Landlord, execute and deliver such other instruments and documents, and take such further action, as the Landlord may reasonably request to effect or evidence the termination of such Agent’s Lien in the Authorizations or the Facility Provider Agreements, as the case may be, at the sole cost and expense of the Guarantors and the Tenants. (c) Solely for the purpose of enabling the ABL Agents or the Term Loan Agent, as the case may be, to exercise their respective rights and remedies under the ABL Loan Documents or the Term Loan Documents, as the case may be, with respect to Loan Collateral at such time as the ABL Agents or the Term Loan Agent, as the case may be, are lawfully entitled to exercise such rights and remedies, the Landlord grants (to the extent held by the Landlord) to the applicable Agent (or shall not object to any Tenant or Guarantors granting to the applicable Agent) an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Landlord) to use any of the Authorizations or the Facility Provider Agreements necessary for the entitlement to and col...
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Authorizations and Facility Provider Agreements. Subject to the terms of Section 2.4(c), each Agent agrees that it has no Lien in the Authorizations or the Facility Provider Agreements, and that the Landlord is entitled to manage the Authorizations and the Facility Provider Agreements in its sole and absolute discretion, and without any obligation to give any Agent prior notice thereof, and the Landlord will have no liability to any Agent for, and each Agent will waive any claim it may now or hereafter have against the Landlord arising out of, any or all actions that the Landlord takes or omits to take with respect to such Authorizations or Facility Provider Agreements or any portion thereof.
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Related to Authorizations and Facility Provider Agreements

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • LICENSES; CERTIFICATIONS; AUTHORIZATIONS; & APPROVALS Contractor represents and warrants that Contractor possesses and shall keep current during the term of this Contract all required licenses, certifications, permits, authorizations, and approvals necessary for Contractor’s proper performance of this Contract.

  • Authorization of Agreements The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company.

  • Compliance with Contracts and Credit and Collection Policy Originator will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • Performance and Compliance with Contracts and Credit and Collection Policy The Seller shall (and shall cause the Servicer to), at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the applicable Credit and Collection Policies with regard to each Receivable and the related Contract.

  • Authorization of Agreements, Etc (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxx. (b) The Warrant has been authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in this Agreement. Neither the issuance, sale or delivery of the Warrant, nor the issuance or delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person, except as set forth in Article VI of this Agreement.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

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