Conditional Consent. F.Y.I. has, pursuant to a letter dated June 21, 2001 from Xxxxx X. Xxxxxxx, Executive Vice President and Chief Financial Officer of F.Y.I., to Xxxx X. Xxxxx, Senior Vice President of the Administrative Agent (the “Asset Disposition Letter”) informed the Administrative Agent and the Lenders that it intends to dispose of the assets and/or stock of the Subsidiaries listed on Schedule 1 hereto (each an “Asset Disposition” and collectively the “Asset Dispositions”), which Asset Dispositions would exceed the $250,000 annual cap on Net Proceeds from asset dispositions to unaffiliated entities set forth in Section 9.8(b) of the Credit Agreement (the “Asset Disposition Covenant”). In connection therewith, F.Y.I. has requested that the Administrative Agent and the Required Lenders consent to the Asset Dispositions and that the Administrative Agent release any Subsidiaries listed on Schedule 1 hereto whose stock has been sold and/or who have been dissolved (the “Released Subsidiaries”) from the Master Guaranty and from the Security Agreements (if and to the extent that the Released Subsidiaries are party to any of the Security Agreements). Subject to the satisfaction of the conditions set forth in the proviso at the end of this Section 2.5 and the conditions set forth in Section 3.1 below, the Administrative Agent and the undersigned Lenders (which Lenders constitute Required Lenders) hereby consent to the Asset Dispositions and, concurrently with the consummation (if any) of the Asset Dispositions, the Administrative Agent agrees to release the Released Subsidiaries from the Security Documents to which such Subsidiaries are parties (the “Releases”); provided, however, that the consent to the Asset Dispositions and the Releases are subject to the satisfaction of the condition precedents that (i) the Asset Dispositions shall be consummated on or before August 30, 2001 and (ii) the aggregate value of assets and stock disposed of in connection with the Asset Dispositions shall not exceed $80,000,000.
Conditional Consent. Without otherwise limiting the criteria upon which Lessor may withhold its consent to any proposed Transfer, if Lessor withholds its consent where the proposed Transferee’s net worth (according to generally accepted accounting principles) is less than Fifty Million Dollars ($50,000,000) (the “Net Worth Standard”), such withholding of consent shall be presumptively reasonable. Notwithstanding anything in this Lease to the contrary, a Permitted Transfer shall not require the consent of Lessor, but shall be subject to the Net Worth Standard. It shall also be presumptively reasonable for Lessor to require, as a condition to its consent that:
(i) Any and all rent to be paid by a Transferee, including, but not limited to, one-half (1/2) of any bonus value or rent in excess of the Rentals to be paid under this Lease (prorated in the event that a sublease is of less than the entire Premises), shall be paid by Lessee, together with monthly Base Rent due under this Lease, directly to Lessor at the time and place specified in this Lease. For the purposes of this Article 13, the term “rent” shall include any consideration of any kind received, or to be received, by Lessee from a Transferee, if such sums are related to Lessee’s interest in this Lease or in the Premises, including, but not limited to, key money, bonus money and payments (in excess of the fair market value thereof) for Lessee’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Lessee; and/or
(ii) Either Lessee or the proposed Transferee cure, on or before the proposed effective date of such Transfer, any and all uncured defaults hereunder; provided, however, in no event shall Lessor’s failure to condition its consent upon such cure be deemed to be a waiver of any such default or Lessor’s rights and remedies under this Lease, at law, or in equity in regard thereto. If Lessor has elected to impose such cure as a condition to its consent and such condition is not satisfied by the effective date of the Transfer, the Transfer shall be voidable at Lessor’s option.
Conditional Consent. (a) Subject to the terms and conditions of this Consent Agreement, including, without limitation, Section 2 below, Metropolitan as of the date of this Consent Agreement hereby consents to the Company's granting of the Lien to Huntington, as collateral agent for itself and Metropolitan, and waives the Company's breach, as of the date of this Consent Agreement, of the covenant contained in Section 8.2 (Limitations on Liens) of the Note (and the resulting Event of Default), that would occur because of the granting of the Lien to Huntington, as collateral agent for itself and Metropolitan.
(b) The consent and waiver in Section 1(a) above (the "Consent") is limited to its express terms and shall not be deemed to be a consent or waiver of any other Event of Default or default which may have existed on or prior to the date hereof or any Event of Default or default which may hereafter arise under any of Section 8.2 of the Note or under any other provision of the Loan Documents. Further, the granting of the Consent shall not be construed as an agreement or understanding by Metropolitan to grant any other consent, waiver or other accommodation in the future with respect to Section 8.2 of the Note or any other provision of the Loan Documents. The execution, delivery and performance by Metropolitan of this Consent Agreement shall not constitute, or to be deemed to be or construed as, a waiver of any right, power or remedy of Metropolitan, or a waiver of any provision of the Loan Documents, except as expressly stated herein.
Conditional Consent. Effective solely upon satisfaction of each of the conditions precedent set forth in Section 4 below, the Administrative Agent and the Lenders hereby consent to the consummation of that certain acquisition (the “New Permitted Acquisition”) by Holdings of all of the equity interests of a target (the “New Target”) previously disclosed to the Administrative Agent and Lenders in writing. Except for the foregoing consent and the amendments to the Credit Agreement contained in Section 3 below, nothing contained herein shall constitute or be deemed to be a waiver of, or consent to any departure from any other term or provision in the Credit Agreement or any other Loan Document, each of which shall continue unmodified and in full force and effect, nor shall the foregoing consent constitute a course of dealing among the parties; provided, however, that if (i) any representation or warranty herein proves to be untrue in any material respect or (ii) the Loan Parties fail to join the New Target as a Borrower under the Credit Agreement within the timeframe set forth in Section 6 below (subject to any extension of the applicable timeframe consented to by the Administrative Agent in its sole discretion) and fulfill the other conditions subsequent set forth in Section 6 below, then the consent set forth in this Section 2 shall automatically and without further action be rendered null and void ab initio.
Conditional Consent. The City consents to the inclusion of the Additional Property to the Park, subject to the following conditions: (a) the commitment of the Company in the fee in lieu of tax agreement to make, or cause to be made, an investment of at least $24 Million Dollars; (b) the condition that the special source revenue credits for infrastructure in the fee in lieu of tax agreement (the “Credits”) shall be equal to 35% of the first 10 (ten) annual fee in lieu of tax payments made with respect to the Project, such Credit to be applied on a pro-rata basis to proportionally reduce the portion of the annual fee in lieu of tax payments received by taxing authorities with jurisdiction over the Additional Property; (c) there being a 30-year fee in lieu of tax agreement with respect to the Project, with the fee in lieu of tax payments being calculated using an assessment ratio of six percent (6%) and a fixed millage rate (the “Fee Agreement”); (d) the City receiving from the County in each year the Fee Agreement is in place a distribution of the fee in lieu of tax payments paid in connection with the Additional Property and all property located thereon, including the Project, based on the percentage that the City’s millage bears to the total millage applicable to the Additional Property for the applicable tax year; (e) that neither the percentage amount nor the duration of the Credits granted to the Company by the County shall be increased without the consent of the City; and (f) if the Additional Property is sold, leased, or otherwise transacted by transfer of an ownership interest to a third party that is not a corporate affiliate of the Company, then the City shall have the unilateral right to require the removal of the Additional Property from the Park upon 30 days written notice to the County and the Company, after which time the County will take such action as is required to remove the Additional Property from the Park.
Conditional Consent. Any consent by Landlord to any assignment ------------------- or subletting may be subject to such terms and conditions as Landlord shall determine and all such terms and conditions shall be binding upon any person holding by, under or through Tenant.
Conditional Consent. Without otherwise limiting the criteria upon ------------------- which Lessor may withhold its consent to any proposed Transfer, if Lessor withholds its consent where the proposed Transferee's net worth (according to generally accepted accounting principles) is less than the greater of: (A) the net worth of Lessee immediately prior to the Transfer; or (B) the net worth of Lessee at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. It shall also be presumptively reasonable for Lessor to require, as a condition to its consent that:
(i) Any and all rent to be paid by a Transferee, including, but not limited to, any rent in excess of the Rentals to be paid under this Lease (prorated in the event that a sublease is of less than the entire Premises), shall be paid by Lessee directly to Lessor at the time and place specified in this Lease. For the purposes of this Article 13, the term "rent" shall include any consideration of any kind received, or to be received, by Lessee from a Transferee, if such sums are related to Lessee's interest in this Lease or in the Premises, including, but not limited to, key money, bonus money, and payments (in excess of the fair market value thereof) for Lessee's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Lessee; and/or
Conditional Consent. Subject to Section 2.3 (Conditions) and Section 4.1 (Conditions Precedent), the Lenders party hereto consent to the following transfers and withdrawals from the Collection Accounts:
(a) on or before December 31, 2015, the Borrowers may transfer to the Parent an aggregate amount of up to $1,680,000 to pay for general and administrative costs relating to the Borrowers;
(b) before December 31, 2015, the Borrowers may withdraw an aggregate amount of up to $3,500,000 to pay for certain projected expenditure items under the most recently delivered Banking Case as of the date of the First Waiver;
(c) for each of January, February and March 2016, the Borrowers may withdraw an aggregate amount of up to $3,500,000 per calendar month to pay for certain projected expenditure items under the most recently delivered Banking Case as of the date of the First Waiver;
(d) for each calendar month during the Waiver Period, the Borrowers may withdraw an aggregate amount not exceeding the Monthly Withdrawal Limit in any calendar month to pay for certain projected expenditure items specified in the most recently delivered Banking Case as of the date of this Agreement;
(e) for each calendar month during the Waiver Period, the Borrowers may transfer to the Parent an aggregate amount of up to $540,000 per calendar month to pay for the Parent’s general and administrative costs relating to the Borrowers for such month (but without duplicating any general and administrative costs in Section 2.2(f) below); provided that (x) any such general and administrative costs exceeding $540,000 for any month shall not be carried over to the next month but shall be funded entirely by the shareholders of the Parent by way of capital contributions or shareholder loans, and no Obligor or any of its Subsidiaries shall facilitate the payment of any such excess (whether by Restricted Payments or otherwise), and (y) such transfer would not cause the Monthly Withdrawal Limit to be exceeded in any calendar month;
(f) during the Waiver Period, the Borrowers may transfer to the Parent an aggregate amount of up to $1,000,000 to pay for the Parent’s general and administrative costs directly related to transactions to raise Disposal Proceeds or Funding Proceeds; provided that at the time such transfer is to be made (x) all expenses then due and payable in connection with maintaining the Borrowing Base Assets have first been paid in full, and (y) such transfer would not cause the Monthly Withdrawal Limit to be e...
Conditional Consent. The Board hereby consents to the Project subject to (a) review and written approval of the Project Plans by the Association's architect/engineer, and (b) Owner's full and timely compliance with all of the terms and conditions of this Agreement.
Conditional Consent. The Agent and Lenders hereby consent to the Company transferring assets to Ag-Chem Sales effective as of January 1, 1997 (the "Transfer to Sales"), subject to the following terms and conditions:
(a) Ag-Chem Sales will deliver simultaneously with the execution of this Consent, guaranties of the Credit Agreement and Long Term Amended and Restated Revolving Credit Agreement dated as of January 12, 1996, among the Company, Agent and Lenders, substantially in the form given by the existing Guarantors;
(b) Ag-Chem Sales will deliver to Agent an officer's certificate, certifying copies of its articles of incorporation, bylaws and resolutions authorizing its guaranties; and
(c) Ag-Chem Sales will be owned 100% by the Company.
