COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) Subject to the provisions of Section 7.2, the Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided therein. Company hereby consents to Purchaser's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Transaction Documents or of any portion thereof or interest therein, including, without limitation, Purchaser's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not.
(b) In the event Purchaser assigns or otherwise transfers all or any part of the Note, Company shall, upon the request of Purchaser issue new Notes to effectuate or evidence such assignment or transfer.
(c) Purchaser may sell, assign, transfer or negotiate to one or more other lenders, commercial banks, insurance companies, other financial institutions or any other Person acceptable to Purchaser all or a portion of its rights and obligations under the Note held by Purchaser and this Agreement; provided, however, that acceptance of such assignment by any assignee shall constitute the agreement of such assignee to be bound by the terms of this Agreement applicable to Purchaser. From and after the effective date of such an assignment, (x) the assignees thereunder shall, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such assignment and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment and acceptance covering all or the remaining portion of an assignor's rights and obligations under this Agreement, such assignor shall cease to be a party hereto).
(d) No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed by Purchaser, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except by an agreement in writing signed by Borrower and Lender. Borrower may not sell, assign or transfer any of the Loan Documents or any portion thereof including, without limitation, Borrower's rights, title, interests, remedies, powers and duties hereunder or thereunder. Borrower hereby consents to Lender's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Borrower agrees that it will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or of any portion thereof or interest therein.
(b) In the event Lender assigns or otherwise transfers all or any part of the Note Borrower shall, upon the request of Lender, issue a new Note to effectuate such assignment or transfer.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, except by an agreement in writing signed by Borrower, Agent and Lenders as required by Section 11.1(d)
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) This Agreement, the other Transaction Documents and the transactions contemplated herein and therein constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided herein or therein.
(b) No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the parties hereto or their respective successors or assigns, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. The Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supercede any previous agreement or understanding between them relating hereto or thereto and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by the Credit Parties and the Purchasers in accordance with Section 10.1(d) hereof. The Credit Parties and Parent may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, their rights, title, interests, remedies, powers and duties hereunder or thereunder. The Purchasers hereby consent to any Purchaser's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, such Purchaser's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) The Transaction Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except as provided therein, or in the case of the Loan Documents by an agreement in writing signed by Company and Purchaser in accordance with Section 11.1(d) hereof. Company may not sell, assign or transfer any of the Loan Documents or any portion thereof, including, without limitation, Company's rights, title, interests, remedies, powers and duties hereunder or thereunder. Company hereby consents to Purchaser's sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, Purchaser's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not.
(b) In the event Purchaser assigns or otherwise transfers all or any part of the Note, Company shall, upon the request of Purchaser issue new Notes to effectuate such assignment or transfer. Any such assignment or transfer must comply with applicable securities laws and, at the request of Company, Purchaser shall deliver to Company an opinion of counsel as to such compliance, which counsel may be in-house counsel to Purchaser.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. The Loan Documents and the Other Documents, constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except by an agreement in writing signed by Borrower and Lender. Borrower hereby consents to Lender’s sale of participations, assignment, transfer or other disposition, at any time or times, of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, any Lender’s rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not provided that the same is accomplished in accordance with the terms of the Notes and in compliance with any applicable federal and state securities laws. No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. The Loan Documents constitute the complete agreement between the parties (superseding any and all prior discussions and agreements, written and oral, between Borrower and Lender, including those certain letters dated August 26, 1994, August 19, 1994, December 12, 1994 (collectively, the "PRIOR LETTERS"), the DIP Loan Agreement and all Loan Documents, as defined therein, entered into pursuant thereto and the Existing Loan Agreement and all Loan Documents, as defined therein, entered into pursuant thereto) with respect to the subject matter hereof. Borrower may not sell, assign or transfer, whether by operation of law or otherwise, any of the Loan Documents or any portion thereof, including Borrower's rights, title, interests, remedies, powers and duties hereunder or thereunder. Borrower hereby consents to Lender's sale of participations, assignment, transfer or other disposition, at any time or times, of any interest in any of the Loan Documents or of any portion thereof or interest therein, including Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Borrower agrees that it will assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or of any portion thereof or interest therein, including assistance in the preparation of appropriate disclosure documents or placement memoranda.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended except by an agreement in writing signed by the Borrower and Lender.
(b) Borrower hereby consents to Lender's sale, assignment, transfer or other disposition, at any time or times, of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, the sale of participation rights in the Loan and Loan Documents to commercial banks, savings banks, pension plans, savings and loan associations, insurance companies, other financial institutions and lenders engaged in the commercial banking market place. The Borrower agrees to use its best efforts to assist and cooperate with Lender in any manner reasonably requested by lender to effect the sale of any participation in, or any assignment of the Loan, any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda, provided that Borrower shall not be required to participate in the selling process in a manner which could rise to liability on their part under Sections 11 or 12 of the Securities Act of 1933 or other federal or state securities laws.
(c) No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by the Borrower therefrom, or release of any Asset from the Lien granted to Lender hereunder, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF INTEREST. The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and the Loan Documents may not be modified, altered or amended except by an agreement in writing signed by Borrower, and Lender. Borrower may not sell, assign or transfer any of the Loan Documents or any portion thereof, including without limita- tion, Borrower's rights, title, interests, remedies, powers and duties hereunder or thereunder. Borrower hereby consents to Lender's participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of this Agreement and the other Loan Documents, or of any portion hereof or thereof, including, without limitation Lender's rights, title, interest, remedies, powers, and/or duties hereunder or thereunder.
