Banks Approval for Consummation of the Transaction Sample Clauses

Banks Approval for Consummation of the Transaction. Notwithstanding any other provision of this Agreement to the contrary (except with respect to the Master Release Agreement which must be separately executed and delivered by the Banks to the Administrative Agent), the Administrative Agent is hereby authorized, and no further or additional approval of or consent from the Banks or any other Person shall be required in order for the Administrative Agent, to perform, engage in, enter into, execute and deliver, undertake or otherwise implement any or all of the documents (including, without limitation, if applicable, the Reorganization Documents) necessary or appropriate to consummate the Transaction, including, if applicable, in connection therewith, the filing, confirmation and consummation of the Plan, and any other agreement, contract, certificate, guarantee, pledge or matter relating to or contemplated thereby or by (1) the Equity Transfer Agreement, if applicable, (2) the TECO Release of Project Companies Agreement, (3) the Project Companies Release of Banks Agreement, (4) the Energy Management Contribution and Option Agreement, or (5) the Operating Asset Contribution Agreement. The Administrative Agent, acting with the consent of a majority in number of the Bank Steering Committee, is further authorized to agree on behalf of the Banks to an amendment to the Plan that reduces the annual interest rate with respect to New Term B Notes and New Term X X/C Notes (each as defined in the Plan) from 9% per annum to not less than 4% per annum as needed to satisfy the requirements of the Bankruptcy Code. Each Bank signatory hereto further agrees, regardless of whether the Transaction is consummated pursuant to the Plan or by reason of satisfaction of the Out-of-Court Unanimous Bank Requirement, (i) to enter into amended and restated Credit Agreements substantially in the form of the New Credit Agreements attached as an Exhibit to the Plan, and (ii) to enter into the New Limited Liability Company Agreement for Entegra as defined in and attached as an Exhibit to the Plan.
Sample 1
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Related to Banks Approval for Consummation of the Transaction

  • Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

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  • REQUIRED APPROVAL Any indemnification under this Article shall be made by the Trust if authorized in the specific case on a determination that indemnification of the Agent is proper in the circumstances by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Agent was not liable by reason of Disqualifying Conduct (including, but not limited to, dismissal of either a court action or an administrative proceeding against the Agent for insufficiency of evidence of any Disqualifying Conduct) or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Agent was not liable by reason of Disqualifying Conduct, by (1) the vote of a majority of a quorum of the Trustees who are not (x) “interested persons” of the Trust as defined in Section 2(a)(19) of the 1940 Act, (y) parties to the proceeding, or (z) parties who have any economic or other interest in connection with such specific case (the “disinterested, non-party Trustees”); or (2) by independent legal counsel in a written opinion.

  • Details of the transfer The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses. Clause 3

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  • Closing of the Securities Purchase (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held at such time or date that is agreed to in writing by the Seller and the Company (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller and the Company shall mutually agree in writing.

  • Approvals and Consent Except as otherwise set out in this Agreement, and subject to any statutory obligations, a Party may give or withhold an approval or consent to be given under this Agreement in that Party’s absolute discretion and subject to any conditions determined by the Party. A Party is not obliged to give its reasons for giving or withholding consent or for giving consent subject to conditions.

  • Consent and Approval Such Party has sought or obtained, or, in accordance with this Agreement will seek or obtain, each consent, approval, authorization, order, or acceptance by any Governmental Authority in connection with the execution, delivery and performance of this Agreement, and it will provide to any Governmental Authority notice of any actions under this Agreement that are required by Applicable Laws and Regulations.

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