Buyer's Consent. A Buyer may withhold its consent to a proposed assignment by Seller pursuant to Section 19.1 if the proposed transferee is: (A) an entity that at the time of such proposed transfer is, or within the five years prior to the Commercial Operation Date has been, adverse to a Buyer in a litigation or administrative proceeding; or (B) not experienced (and has not contracted for the operation of the Facility with a third-party that is experienced) in operating and maintaining a solar power generation facility of at least 10 MWac.
Buyer's Consent. If Seller gives written notice to Buyer --------------- that Seller proposes to take any action for which Buyer's consent is required under-Section 4.3.2 and if Buyer has not delivered to Seller a written objection to such proposed action within five (5) business days of Seller's notice, Buyer shall be deemed to have consented to such proposed action. Buyer's consent to any such proposed action shall not be unreasonably withheld.
Buyer's Consent. (a) If Seller gives written notice to Buyer that Seller proposes to take any action for which Buyer's consent is required under Section 4.3.2 and if Buyer has not delivered to Seller a written objection to such proposed action within three (3) business days of Seller's notice, then Buyer shall be deemed to have consented to such proposed action. Buyer's consent to any such proposed action shall not be unreasonably withheld.
(b) For purposes of Section 4.3.2 and Section 4.3.3, Buyer hereby designates Xx Xxxxxx as the person who shall have authority to provide any approval to be given thereunder on behalf of Buyer.
Buyer's Consent. Each Buyer acknowledges and consents to the terms and conditions of this Agreement and agrees to comply with the terms and conditions hereof. In furtherance of the foregoing, the Buyers will not make any payments in respect of the Subordinated Obligations other than in compliance with the terms and conditions hereof.
Buyer's Consent. Without limiting the generality of Section 6.2.1, without the written consent of the Buyer, the Company will not, and the Seller will cause the Acquired Companies not to:
(a) take or omit to take any action that would cause the representations and warranties in Section 3 to be untrue at, or as of any time prior to, the Closing Date;
(b) either (i) amend its Organizational Documents, (ii) amend any term of its outstanding Equity Interests or other securities or (iii) issue, sell, grant, or otherwise disposed of, its Equity Interests or other securities;
(c) become liable in respect of any Guarantee or incur, assume or otherwise become liable in respect of any Debt;
(d) permit any of its Assets to become subject to an Encumbrance other than a Permitted Encumbrance;
(e) either (i) make any declaration, setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, any of its capital stock or other Equity Interests or (ii) enter into, or perform, any transaction with, or for the benefit of, the Seller or any Affiliate of any Seller (other than payments made to officers, directors and employees in the ordinary course of business);
(f) increase the Compensation payable or paid, whether conditionally or otherwise, to any officer, director, employee, consultant or agent above such amounts set forth in Schedule 3.18(a);
(g) enter into any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting sub-contractor or other basis or otherwise providing Compensation or other benefits to any officer, director, employee, contractor, sub-contractor or consultant (other than an Employee set forth on Schedule 3.18(a) or 3.18(b) as such Schedule may be amended from time to time with the consent of the Buyer);
(h) make, change or revoke any material Tax election, elect or change any method of accounting for Tax purposes, settle any Action in respect of Taxes or enter into any Contractual Obligation in respect of Taxes with any Governmental Authority;
(i) terminate or close any facility, business or operation;
(j) except as set forth in Schedule 3.7, adopt any Employee Plan;
(k) write up or write down any of its material Assets or revalue its inventory;
(l) incur any expense not included in the Budget; or
(m) enter into any Contractual Obligation to do any of the things referred to elsewhere in this Section 6.2.2.
Buyer's Consent. Between the signing of this Agreement and the Closing Date, without the prior written consent of Buyer, Seller shall:
6.2.1 Not take, suffer or permit any action which would (a) materially interfere with or preclude the effectuation or consummation of the transactions contemplated by this Agreement, or (b) result in any of the representations and warranties of Seller set forth in this Agreement becoming materially untrue or (c) result in any of the conditions to Closing set forth in Section 22 not being fully satisfied.
6.2.2 Not omit to take any action, the omission of which would (a) materially interfere with or preclude the effectuation or consummation of the transactions contemplated by this Agreement, or (b) result in any of the representations and warranties of Seller set forth in this Agreement becoming materially untrue or (c) result in any of the conditions to Closing set forth in Section 22 not being fully satisfied.
6.2.3 Not enter into any contract, agreement, commitment or arrangement with any party, except with Customers and suppliers in the ordinary course of Business.
6.2.4 Use its best efforts to preserve its business organization and reputation intact, and to preserve its relationship with Customers, suppliers and others with whom it deals.
6.2.5 Use reasonable efforts consistent with past practice to keep its operating facilities and all of the Included Assets in good working order and repair and perform all necessary and reasonable repairs and maintenance.
6.2.6 Continue to maintain all of its usual books and records consistent with Seller's past practices in the ordinary course of business.
6.2.7 Except in the ordinary course of business, not waive any material right or cancel any material claim.
6.2.8 Maintain its corporate existence and not merge or consolidate with any other entity, nor make any amendment to its Charter or By-laws.
6.2.9 Substantially comply in all material respects with all material provisions of the Customer Contracts and all material applicable laws, rules and regulations.
6.2.10 File all required tax returns and pay all required taxes.
6.2.11 Not guaranty any obligation of any third party.
6.2.12 Except for sales in the ordinary course of business, not sell, transfer, encumber or mortgage any of the Included Assets.
6.2.13 Give notice to Buyer of any unusual event or circumstance which would materially adversely affect Seller, the Business or any of the Included Assets.
6.2.14 Except in the ordinary course of bu...
Buyer's Consent. Without limiting the generality or effect of Section 6.02(a), from the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE IX, without the prior written consent of Buyer, the Target Companies shall not, and the Target Companies shall cause the other Acquired Companies to not, take any of the following actions:
(i) take or omit to take any action that would cause the representations and warranties in ARTICLE III to be untrue at, or as of any time prior to, the Closing; and
(ii) take or omit to take any action which, if taken or omitted to be taken between the Audited Balance Sheet Date and the date of this Agreement, would have been required to be disclosed in Section 3.07 of the Sellers’ Disclosure Schedules.
Buyer's Consent to New Contracts Affecting the Property. Seller shall not, between the execution of this Agreement and the Closing Date, enter into any lease,
Buyer's Consent. Without limiting the generality of Section 7.2.1, except as disclosed in Schedule 3.9(d), without the written consent of the Buyer, the Company will not, and St. Cloud will cause the Company not to:
(a) take or omit to take any action that would cause the representations and warranties in Section 3 to be untrue at, or as of any time prior to, the Closing Date; and
(b) take or omit to take any action which, if taken or omitted to be taken between the Most Recent Balance Sheet Date and the date of this Agreement would have been required to be disclosed on Schedule 3.9.
Buyer's Consent. Without limiting the generality of Section 5.2.1, without the written consent of the Buyer (which consent will not be unreasonably withheld, delayed or conditioned), the Company will not:
(a) take or omit to take any action that would cause the representations and warranties in ARTICLE 3 to be untrue at, or as of any time prior to, the Closing Date; and
(b) take or omit to take any action which, if taken or omitted to be taken between the Most Recent Balance Sheet Date and the date of this Agreement, would have been required to be disclosed on Schedule 3.8, provided that prior to the Closing, the Company will be permitted to use any available cash and cash equivalents of the Company to pay the Transaction Expenses and to repay or redeem any outstanding Debt of the Company.
