Chase Consent Sample Clauses

Chase Consent. Any consents required under the Amended and Restated -------------- Credit and Guarantee Agreement, dated as of April 26, 1996, as amended to date, among Holdings, S.D. Xxxxxx Company, a Pennsylvania corporation, the several banks, financial institutions and other entities from time to time parties thereto (the "Lenders"), and The Chase Manhattan Bank (formerly ------- known as Chemical Bank), a New York banking corporation, as agent for the Lenders thereunder, in order for Holdings to consummate the Merger and for the Surviving Corporation to comply with its obligations arising as a result thereof (including in respect of warrants to purchase Holdings Common Stock) shall have been obtained.
Sample 1
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Chase Consent. If, by March 15, 2002, the Partnership shall have failed to obtain the written consent and agreement of Chase (the "CHASE CONSENT") approving the transactions contemplated hereby (including, without limitation, the Bankruptcy Filing) and agreeing to assign to Lender at Closing that certain subordination, non-disturbance and attornment agreement between Chase and Viacom with respect to the Chase Mortgage Loans and the Viacom Lease (the "VIACOM SNDA PROVISION"), which approval and agreement shall be in writing and in form and substance reasonably acceptable to Equitable, the Partnership and Investor, (but which shall be deemed approved if Investor shall fail to respond within five (5) business days after receiving a request therefor), Equitable and Investor shall have the right to terminate this Agreement upon written notice to the other given no later than March 18, 2002 (time being of the essence). Notwithstanding the foregoing, if the Chase Consent is timely obtained but does not include the Viacom SNDA Provision, then only Investor (and not Equitable) shall have the right to terminate this Agreement pursuant to this SECTION 15.4. The failure to timely deliver such termination notice shall be deemed a permanent waiver by such party of its right to terminate this Agreement pursuant to this SECTION 15.4. Equitable shall use commercially reasonable efforts to obtain the Chase Consent by March 15, 2002, it being agreed, however, that Equitable shall have no obligation to incur any expense whatsoever to obtain same and that such commercially 76 reasonable efforts shall be limited to issuing a request, making phone calls, providing Chase with reasonably requested documentation in Equitable's (or the Partnership's) possession or control and being available to meet with Chase if and when reasonably requested. If this Agreement is terminated pursuant to this SECTION 15.4, the Xxxxxxx Money shall be returned to Investor, Equitable shall be obligated to reimburse Investor for 50% of the PH Fees (up to One-Hundred Twenty-five Thousand and No/100 Dollars ($125,000.00)) and after such return and reimbursement the parties hereto shall have no further rights, liabilities or obligations to each other except for those provisions hereof which expressly survive such termination. In addition to the foregoing, if (x) this Agreement is terminated pursuant to this SECTION 15.4 and (y) Equitable shall assume Investor's Financing Commitment in accordance with the terms thereof and...
Sample 1

Related to Chase Consent

  • Securityholder Action by Written Consent Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Trust Agreement) shall consent to the action in writing.

  • Trustee Action by Written Consent Any action which may be taken by Trustees by vote may be taken without a meeting if that number of the Trustees, or members of a committee, as the case may be, required for approval of such action at a meeting of the Trustees or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.

  • Holder Action by Written Consent Any action which may be taken by Holders at a meeting may be taken without a meeting if Holders holding at least a Majority in Liquidation Amount of all Trust Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in writing.

  • Consent Letter On the Restatement Effective Date, the Administrative Agent shall have received a letter from CT Corporation System, presently located at 1633 Xxxxxxxx, Xxx Xxxx, XX 00000, xx the form of Exhibit I indicating its consent to its appointment by each Credit Party as their agent to receive service of process.

  • Notification to Securityholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Administrator shall give prompt written notice thereof to the Certificateholders and each Rating Agency, and the Indenture Trustee shall give prompt written notice thereof to the Noteholders.

  • Trustee Action by Written Consent Without a Meeting To the extent not inconsistent with the provisions of the 1940 Act, any action that may be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting and without prior written notice if a consent or consents in writing setting forth the action so taken is signed by the Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Trustees on the Board of Trustees or any committee thereof, as the case may be, were present and voted. Written consents of the Trustees may be executed in one or more counterparts. A consent transmitted by electronic transmission (as defined in Section 3806 of the DSTA) by a Trustee shall be deemed to be written and signed for purposes of this Section. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records.

  • Amendments Without Consent of Noteholders This Agreement may be amended by the Grantor and the Grantor Trust Trustee without the consent of any of the Noteholders (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document or with any description thereof in the Prospectus or the Certificate Private Placement Memorandum, (iii) to add to the covenants, restrictions or obligations of the Grantor or the Grantor Trust Trustee, (iv) to evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Grantor Trust Collateral and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or (vi) if the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Owner Trustee notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

  • Shareholder Action by Written Consent Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Supplemental Indentures Without Consent of Noteholders (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

  • Action by or Consent of Noteholders and Certificateholders Whenever any provision of this Agreement refers to action to be taken, or consented to, by the Noteholders or the Certificateholders, such provision shall be deemed to refer to the Noteholder or the Certificateholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or Certificateholders. Solely for the purposes of any action to be taken, or consented to, by Noteholders, any Note registered in the name of the Transferee or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Indenture Trustee is entitled to rely upon any such action or consent, only Notes which the Indenture Trustee knows to be so owned shall be so disregarded.

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